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Home My WebLink AboutC-9474-1 - HVAC Maintenance and Repair ServicesZ 1 T r UTY OF NIFYUPO�� T BEACH T l (( rMIj lap ( r MF`a V Sealed bids shall be submitted electronically via PlanetBids to office of the City Clerk, 100 Civic Center Drive, Newport Beach, CA 92660 By 10:00 AM on the 20t" day of December, 2023, at which time such bids shall be opened and read for HVAC Maintenance and Repair Services Contract No. 9474-1 $325,000 - $400,000 Engineer's Estimate Approved by: Micah Martin Deputy PWD — Municipal Operations Prospective bidders may obtain Did Documents, Project Specifications and Plans via PlanetBids: http://www.planetbids.com/portal/portal.cfm?CompanVID=22078 Hard copy plans are available via (Select One) Santa Ana Blue Print at (949)756-1001 Located at 2372 Morse Avenue, Irvine, CA 92614 Contractor License Classification(s) required for this project: "C-20" For further information, call Kyle Brodowski, Project Manager at (949) 644-3464 BID INFORMATION IS AVAILABLE ON THE CITY WEBSITE: https://www.newportbeachca.gov/government/data-liub/online-services/bids-rfps-vendor- registration City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 TABLE OF CONTENTS NOTICEINVITING BIDS..........................................................................................Cover INSTRUCTIONSTO BIDDERS......................................................................................3 BIDDER'S BOND............................................................................................................ 6 DESIGNATION OF SUBCONTRACTOR(S)................................................................... 9 TECHNICAL ABILITY AND EXPERIENCE REFERENCES ............................................ 9 NON -COLLUSION AFFIDAVIT..................................................................... 13 DESIGNATION OF SURETIES...................................................................... 14 CONTRACTOR'S INDUSTRIAL SAFETY RECORD....................................................15 ACKNOWLEDGEMENT OF ADDENDA....................................................................... 18 INFORMATION REQUIRED OF BIDDER..................................................................... 19 NOTICE TO SUCCESSFUL BIDDER...........................................................................21 CONTRACT.................................................................................................................. 22 LABOR AND MATERIALS PAYMENT BOND ............................................. Exhibit A FAITHFUL PERFORMANCE BOND........................................................... Exhibit B INSURANCE REQUIREMENTS.................................................................Exhibit C PROPOSAL.............................................................................................................. PR-1 2 City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 INSTRUCTIONS TO BIDDERS 1. The following documents shall be completed, executed, uploaded and received by the City Clerk via PlanetBids in accordance with NOTICE INVITING BIDS: INSTRUCTIONS TO BIDDERS BIDDER'S BOND (Original copies must be submitted to the City Clerk's Office in Sealed Envelope) DESIGNATION OF SUBCONTRACTORS ACKNOWLEDGEMENT (Subcontractor information to be submitted via PlanetBids) CONTRACTOR'S INDUSTRIAL SAFETY RECORD INFORMATION REQUIRED OF BIDDER ALL ADDENDA TO PLANS AND SPECIFICATIONS AS ISSUED BY AGENCY PRIOR TO BID OPENING DATE (if any; Contractor shall confirm via PlanetBids) TECHNICAL ABILITY AND EXPERIENCE REFERENCES NON -COLLUSION AFFIDAVIT DESIGNATION OF SURETIES PROPOSAL ACKNOWLEDGEMENT (Line Items to be completed via PlanetBids) The City Clerk's Office will open and read the bid results from PlanetBids immediately following the Bid Opening Date (Bid Due Date.) The Bid Results are immediately available to the public via PlanetBids following the Bid Opening Date (Bid Due Date). Members of the public who would like to attend this reading may go to Bay E, 2nd Floor of the Civic Center (Located at 100 Civic Center Dr.) 2. Cash, certified check or cashier's check (sum not less than 10 percent of the total bid price) may be received in lieu of the BIDDER'S BOND. The title of the project and the words "Sealed Bid" shall be clearly marked on the outside of the envelope containing the documents. Original copies must be submitted to the City Clerk's Office. 3. The City of Newport Beach will not permit a substitute format for the Contract Documents listed above. Bidders are advised to review their content with bonding and legal agents prior to submission of bid. 3. BIDDER'S BOND shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, and (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570. The successful bidder's security shall be held until the Contract is executed. Original, sealed copies must be submitted to the City Clerk's Office by the Bid Opening Date (Bid Due Date.) The title of the project, Contract Number and the words "Sealed Bid" shall be clearly marked on the outside of the envelope containing the documents. 4. The estimated quantities indicated in the PROPOSAL are approximate, and are given solely to allow the comparison of total bid prices. 5. Bids are to be computed upon the estimated quantities indicated in the PROPOSAL multiplied by unit price submitted by the bidder. In the event of discrepancy between wording and figures, 3 bid wording shall prevail over bid figures. In the event of error in the multiplication of estimated quantity by unit price, the correct multiplication will be computed and the bids will be compared with correctly multiplied totals. The City shall not be held responsible for bidder errors and omissions in the PROPOSAL. 6. The City of Newport Beach reserves the right to reject any or all bids and to waive any minor irregularity or informality in such bids. Pursuant to Public Contract Code Section 22300, at the request and expense of the Contractor, securities shall be permitted in substitution of money withheld by the City to ensure performance under the contract. The securities shall be deposited in a state or federal chartered bank in California, as the escrow agent. 7. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one frorn the Department of Industrial Relations. All parties to the contract shall be governed by all provisions of the California Labor Code — including, but not limited to, the requirement to pay prevailing wage rates (Sections 1770-7981 inclusive). A copy of the prevailing wage rates shall be posted by the Contractor at the job site. 9. The Contractor shall be responsible for insuring compliance with provisions of Section 1777.5 of the Labor Code Apprenticeship requirements and Section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act". 10. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. 11. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. 12. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 13. All documents shall bear signatures and titles of persons authorized to sign on behalf of the bidder. For corporations, the signatures shall be of a corporate officer or an individual authorized by the corporation. For partnerships, the signatures shall be of a general partner. For sole ownership, the signature shall be of the owner. 14. Pursuant to Public Contract Code section 9204, for any demand by contractor, whether on behalf of itself or a subcontractor that lacks privity of contract with the City but has requested that contractor proceed on its behalf, sent by registered mail or certified mail return receipt requested for a time extension, payment by the City for money or damages arising from work done by, or on behalf of, the contractor and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled, or for payment of an amount that is disputed by the City, the following is a summary of the claims resolution process to be applied: A. The City shall review the claim and, within 45 days, shall provide a written statement identifying the portions of the claim that are disputed and undisputed. This time period may be extended by mutual agreement. The claimant shall furnish all reasonable documentation to support the claim. If the City needs approval from its City Council to 4 provide the written statement and the City Council does not meet within the prescribed time period, the City shall have up to 3 days following the next regular meeting of the City Council to provide the written statement. Payment of the undisputed portion of the claim shall be made within 60 days after the City issues its written statement. B. If the claimant disputes the City's written statement or if the City does not issue a written statement in the prescribed time period, the claimant may demand in writing an informal meet and confer conference, which shall be scheduled within 30 days of receipt of claimant's demand. C. Within 10 business days of the meet and confer conference, if a dispute remains, the City shall provide a written statement identifying the portion of the claim that remains in dispute and the undisputed portion. The City shall pay any remaining amount of the undisputed portion within 60 days. Any disputed portion of the claim shall be submitted to nonbinding mediation or similar nonbinding process, with the City and claimant sharing the costs equally and agreeing to a mediator within 10 business days. If the parties cannot timely agree on a mediator, each party shall select a mediator and those media#ors shall select a qualified neutral third party to mediate the remaining disputed portion. If mediation is unsuccessful, any remaining disputed portion shall be addressed using procedures outside of Public Contract Code section 9204. D. Failure by the City to meet the time requirements herein shall result in the claim being rejected in its entirety and shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. The signature below represents that the above has ;uith�ori*zed rev Ze 114040, B, C-20, C36, C4, C 16, C38 C43 ____--7 Contractor's License No. & Classification Signature/Titl DIR #1000000657 1 Expires 6/30/2025 DIR Registration Number & Expiration Date Southland Industries Bidder 5 12.19.23 Date City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 DESIGNATION OF SUBCONTRACTOR(S) - AFFADAVIT State law requires the listing of all subcontractors who will perform work in an amount in excess of one- half of one percent of the Contractor's total bid. If a subcontractor is not listed, the Contractor represents that he/she is fully qualified to and will be responsible for performing that portion of the work. Substitution of subcontractors shall be made only in accordance with State law and/or the Standard Specifications for Public Works Construction, as applicable. Pursuant to Public Contract Code Section 22300 appropriate securities may be substituted for any monies to be withheld to ensure performance under the Contract. The Bidder, by signing this designation, certifies that bids from the subcontractors as listed in the Bidder's electronic bid have been used in formulating the bid for the project and that these subcontractors will be used subject to the approval of the Engineer and in accordance with State law. No changes may be made in these subcontractors except with prior approval of the City of Newport Beach. Bidders must also include DIR registration numbers for each subcontractor. Southland Industries Bidder Authorized Signature/Title A City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 TECHNICAL ABILITY AND EXPERIENCE REFERENCES Contractor must use this form!!! Please print or type. Bidder's Name Southland FAILURE OF THE BIDDER TO PROVIDE ALL REQUIRED INFORMATION IN A COMPLETE AND ACCURATE MANNER MAY BE CONSIDERED NON -RESPONSIVE. For all public agency projects you have worked on (or are currently working on) in the past 2 years in excess of $120,000, provide the following information: No. 1 Project Name/Number City of Long Beach Project Description HVAC Maintenance Program Approximate Construction Dates: From Agency Name City of Long Beach Contact Person Jeff Martin T Telephone ( 562- 244-9310 Original Contract Amount $125,446.00 Final Contract Amount $ 131,909.00 If final amount is different from original, please explain (change orders, extra work, etc.) Final amount is different due to scope add Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. No 10 No. 2 Project Name/Number HVAC Maintenance Program Project Description Maintenance program for Central Plant Approximate Construction Dates: From September 2019 To: August 2024 Agency Name Goldenwest College Contact Person Joe Dowling Telephone (71 J 469-1523 Original Contract Amount $ 409,051 Final Contract Amount $ 409,051 If final amount is different from original, please explain (change orders, extra work, etc.) N/A Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. No No. 3 Project Name/Number Cerritos College Filter Services Project Description Manage a monthly and annual filter service across college campus Approximate Construction Dates: From October 2022 Agency Name Cerritos College Contact Person Anthony Parker To: July 2024 Telephone ( ) 562 860 2451 ext: 2301 Original Contract Amount $ 211,603 Final Contract Amount $ 197,000 If final amount is different from original, please explain (change orders, extra work, etc.) Shortened contract time Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. No 11 No. 4 Project Name/Number District -wide HVAC Maintenance Program Project Description Maintenance program including filter changes for 34 sites Approximate Construction Dates: From September 2020 To: September 2024 Agency Name Compton Unified School District Contact Person Nathaniel Holt Telephone (310) 438.9855 Original Contract Amount $ 446,443Final Contract Amount $ If final amount is different from original, please explain (change orders, extra work, etc.) N/A Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. No No. 5 Project Name/Number District Wide HVAC Maintenance Project Description Maintenance program across 18 schools Approximate Construction Dates: From September 202CFo: July 2024 Agency Name San Jacinto USD Contact Person Korey Lawson Telephone (95�-929-7700 ext: 4683 Original Contract Amount $ 250,OOOFinal Contract Amount $ 330.000 If final amount is different from original, please explain (change orders, extra work, etc.) Mery rating for all sites were upgraded to MERV 13's and additional school was added Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. No 12 No. 6 Project Name/Number District -wide HVAC Protect Project Description Installation of new HVAC throughout the District over 3 summers Approximate Construction Dates: From Agency Name Pomona USD Contact Person Fernando Meza 2021 To: 2025 Telephone (909) 397-4800 Original Contract Amount $8,184,517Final Contract Amount $ TBD If final amount is different from original, please explain (change orders, extra work, etc.) Addotinnnl huildinns thrnunhnut the district arP in the process of beinn added. Did you file any claims against the Agency? Did the Agency file any claims against you/Contractor? If yes, briefly explain and indicate outcome of claims. N/A Attach additional sheets if necessary. Attach to this Bid the experience resume of the person who will be designated as General Construction Superintendent or on -site Construction Manager for the Contractor. Upon request, the Contractor shall attach a financial statement and other information sufficiently comprehensive to permit an apZA6th ESign—at46ftitle actor's current financial conditions. Southland Industries Division Leader Bidder 13 City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 NON -COLLUSION AFFIDAVIT State of California ) ss. County of t��Y?GZC ) 17 Ed Newville being first duly sworn, deposes and says that he or she is Division Leader of Southland Industries , the party making the foregoing bid; that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that party making the foregoing bid; that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the 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 the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her 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 to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. I declare under penalty of perjury of the laws of the StS aaa e-bf alifo ; i6 hat'{he foreg7�Division e and correct. Southland Industries /��Leader Bidder Authorifed Signature/Titles Subscribed and sworn to (or affirmed) before me on this _day of t "� , 2023 by ,1 %�%�11 �� ; i'`��y'(� proved to me on the basis of satisfactory evidence to be the person(s) ho appeared before me. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. otary Pubic [SEAL] NIKKI L. SILLS Notary Public - California = = Orange County Commission - 236342J2025 ~ " •a*" My Comm. Expi•es J.n 30. 14 My Commission Expires: u %d City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 DESIGNATION OF SURETI Bidder's name Southland Industries Provide the names, addresses, and phone numbers for all brokers and sureties from whom Bidder intends to procure insurance and bonds (list by insurance/bond type): Chubb Group of Insurance Companies/Federal Insurance Company 555 S. Flower Street, Los Anqeles CA 90071 Mike Destiche, Surety Manager mdestiche@chubb.com Phone: 213-612-5574 15 City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 CONTRACTOR'S INDUSTRIAL SAFETY RECORD TO ACCOMPANY PROPOSAL Bidder's Name Southland Industries Record Last Five (5) Full Years Current Year of Record Current Record Record Record Record Record Year of for for for for for Record 2022 2021 2020 2019 2018 Total 2023 No. of contracts 1047 745 529 522 634 546 4,023 Total dollar Amount of Contracts (in Thousands of $) $2.0313 $1.413 $1.0613 $940M $1.0813 $1.0513 $6.56 No. of fatalities 0 0 0 0 0 0 0 No. of lost Workday Cases 2 2 1 2 1 2 10 No. of lost workday cases involving permanent 0 0 0 0 0 0 0 transfer to another job or termination of employment The information required for these items is the same as required for columns 3 to 6, Code 10, Occupational Injuries, Summary --Occupational Injuries and Illnesses, OSHA No. 102. 16 Legal Business Name of Bidder Southland Industries Business Address: 12131 Western Ave, Garden Grove CA 92841 Business Tel. No.: 714-901-5800 State Contractor's License No. and Classification: 114040 B, C20, C36, C4,C16,C38, C43 Title Division Leader The above information was compiled from the records that are available to me at this time and I declare under penalty of perjury that the information is true and accurate within the limitations of those records. Signature of bidder Date 12.19.23- Title Division Leader Signature of bidder Date Title Signature of bidder Date Title Signature of bidder Date Title Signature Requirements: If bidder is an individual, name and signature of individual must be provided, if doing business under a fictitious name, the fictitious name must be set fort along with the County. If bidder is a partnership or joint venture, legal name of partnership/joint venture must be provided, followed by signatures of all of the partners/joint ventures or if fewer than all of the partners/joint ventures submit with evidence of authority to act on behalf of the partnership/joint venture. If bidder is a corporation, legal name of corporation must be provided, followed by signatures of the corporation President or Vice President or President and Secretary or Assistant Secretary, and the corporate seal, or submit with evidence of authority to act on behalf of the corporation. All must be acknowledged before a Notary Public, who must certify that such individuals, partners/joint ventures, or officers were proven on the basis of satisfactory evidence to be the persons whose name are subscribed to and acknowledged that they executed the same in their authorized capacities. [NOTARY ACKNOWLEDGMENT and CORPORATE SEAL MUST BE ATTACHED 17 City of Newport Beach HVAC Maintenance and Reaair Services Contract No. 9474-1 ACKNOWLEDGEMENT OF ADDENDA Bidder's name Southland Industries The bidder shall signify receipt of all Addenda here, if any, and attach executed copy of addenda to bid documents: Addendum No. Date Received Signature We City of Newport Beach HVAC Maintenance and Repair Services Contract No, 9474-1 INFORMATION REQUIRED OF BIDDER Bidder certifies under penalty of perjury under the laws of the State of California that the following information is true and correct: Name of individual Contractor, Company or Corporation: Southland Industries Business Address: 12131 Western Ave, Garden Grove CA 92841 Telephone and Fax Number: 714-901-5800 ; 714-891-5015 California State Contractor's License No. and Class:114040 B, C20, C36, C4,C16,C38, C43 (REQUIRED AT TIME OF AWARD) Original Date Issued: 8/29/1949 Expiration Date: 4/30/2025 List the name and title/position of the person(s) who inspected for your firm the site of the work proposed in these contract documents: Greg Gonta - Service Supervisor please see page 20 for resume The following are the names, titles, addresses, and phone numbers of all individuals, firm members, partners, joint ventures, and company or corporate officers having a principal interest in this proposal: Name Title Address Telephone Rebecca Reyes Secretary 12131 Western Ave, Garden Grove CA 92841 (714) 230-7405 Ted Lynch President 13150 Mid -Atlantic Blvd. Suite 200 Laurel, MD 20708 (571) 612-4643 Ed Nemille Divison Leader 12131 Western Ave, Garden Grove CA 92841 (714) 657-1307 Tony Wang CFO/Treasurer 12131 Western Ave, Garden Grove CA 92841 (714) 230-7941 Corporation organized under the laws of the State of California 19 The dates of any voluntary or involuntary bankruptcy judgments against any principal having an interest in this proposal are as follows: N/A All company, corporate, or fictitious business names used by any principal having interest in this proposal are as follows: N/A For all arbitrations, lawsuits, settlements or the like (in or out of court) you have been involved in with public agencies in the past five years (Attach additional Sheets if necessary) provide: Provide the names, addresses and telephone numbers of the parties; iUW1 Briefly summarize the parties' claims and defenses; N/A Have you ever had a contract terminated by the owner/agency? If so, explain. No Have you ever failed to complete a project? If so, explain. No For any projects you have been involved with in the last 5 years, did you have any claims or actions by any outside agency or individual for labor co iance (i.e. failure to pay prevailing wage, falsifying certified payrolls, etc.)? Yes It—) 20 Are any claims or actions unresolved or outstanding? Yes No If yes to any of the above, explain. (Attach additional sheets, if necessary) Please see attachment for explanation of pending legal claims. Failure of the bidder to provide ALL requested information in a complete and accurate manner may be considered non -responsive. Southland Industries Bidder Ed Newville (Print name of Owner or President ;of C rp ati ompany) -Division Leader Authorized Signature/Title Division Leader Title 12.19.23 Date On _12-_1.!J .Z00 before,me, I��l V A "l I s , Notary Public, personally appeared tkDL?Ll VAA,\/i I �' -- , who proved to me on the basis of satisfactory evidence to be the persons) whose names) 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. r � . t (SEAL) 11-otary Public in an�d�for said State _ *MY NIKKI L. SILLS Notary Public • CaliforniaMy Commission Expires: _ Orange County Commission ; 2363422 Comm. Expires Jun 30. 2025 21 City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 NOTICE TO SUCCESSFUL BIDDER The following Contract Documents shall be executed and delivered to the Engineer within ten (10) days (not including Saturday, Sunday and Federal holidays) after the date shown on the "Notification of Award" to the successful bidder: • CONTRACT WITH REQUIRED INSURANCE CERTIFICATES AND ENDORSEMENTS • LABOR AND MATERIALS PAYMENT BOND • FAITHFUL PERFORMANCE BOND The City of Newport Beach will not permit a substitute format for these Contract Documents. Bidders are advised to review their content with bonding, insuring and legal agents prior to submission of bid. Original Certificate(s) of Insurance, General Liability Insurance Endorsement, and Automobile Liability Insurance Endorsement shall be provided as required by the Contract documents and delivered to the Public Works Department within ten (10) working days after the date shown on the Notification of Award to the successful bidder. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, and (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570. Pursuant to Public Contract Code Section 22300, appropriate securities may be substituted for any monies to be withheld to ensure performance under the Contract. Insurance companies affording coverage shall be (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, and (2) assigned Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. Coverages shall be provided as specified in the Standard Specifications for Public Works Construction, except as modified by the Special Provisions. Certificates of Insurance and additional insured endorsements shall be on the insurance company's forms, fully executed and delivered with the Contract. The Notice to Proceed will not be issued until all contract documents have been received and approved by the City. 22 Contact ggonta@ southlandind.com Education Mt. San Antonio College, Accredited HVAC Program journeyman Classes, Local 250 Trane Factory Training Licenses/ AQMD Universal Refrigerant Handling, Certified General Foreman Training, MSCA Star Certified Experience Since 1997 With Firm Since 2009 Mr. Gonta has over 25 years of experience working with HVAC systems, specifically installation, start-up, and preventative maintenance of various types of equipment. In servicing our maintenance contracts, he has enhanced skills to quickly troubleshoot and repair equipment with minimal impact to the customer. Mr. Gonta has working knowledge of all hydronics systems, and has worked on some of the largest chilled water systems in Southern California. Greg has been an area foreman and supervisor for the last four years. He takes pride in his work and strives hard to ensure that all machines are running at peak performance to satisfy the customer. RELEVANT PROJECT EXPERIENCE Compton College HVAC Preventative Maintenance Program I Compton, CA Southland has provided maintenance, various repairs, and replacements to the College since 2008, keeping the campus running smoothly as possible for students and staff. Recently, our maintenance agreement was revised to include additional buildings. We continue to provide innovative solutions to tackle their indoor air quality needs and future projects. Orange Coast College Chiller Preventative Maintenance Program I Costa Mesa, CA In 2011, OCC began its partnership with Southland with a preventative maintenance program for chillers located at their Costa Mesa campus. We have continued our relationship with the College and district to become a valued consultant providing repairs and replacements. Recently we completed a Ventilation Assessment, surveying all equipment and parts in the system and making recommendations to improve indoor air quality across the campus. Golden West Community College I Huntington Beach, CA $33 Million, Prime Contractor for a new building with 1880-ton chilled water/ 22 MBH heating hot water boiler Central Plant, 28,000 SF of 4-pipe underground distribution system to feed 20 existing and new buildings throughout the campus as well as complete HVAC replacements in 15 existing buildings, including 60,000 SF of new chilled and hot water piping. Pomona Unified School District I Pomona, CA Southland is providing HVAC, controls, and lighting upgrades at twenty school throughout Pomona Unified School District. The project is utilizing Elementary and Secondary School Emergency Relief (ESSER) and bond funds to improve classroom conditions throughout the district. Scheduled to be completed in 2024, the project will reduce electricity consumption by 2.7M kWh and save the District $767k annually. Kaiser Fontana I Fontana, CA Performed post -construction maintenance on equipment and resolved warranty issues. Riverside Convention Center I Riverside, CA Performed complete overhaul of York YT low pressure centrifugal chiller. Martin Luther King Hospital I Compton, CA Performed post -construction maintenance on equipment and resolved warranty issues. Kaiser Sand Canyon I Irvine, CA Managed the installation of chilled water plant from installation phase to startup during normal business hours with no interruptions to facility operations. Southland Industries City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 SAMPLE CITY CONTRACT *Uploaded as a separate attachment in PlanetBids 23 City of Newport Beach HVAC Maintenance and Repair Services Contract No. 9474-1 ■ o To the Honorable City Council City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Gentlemen: The undersigned declares that he has carefully examined the location of the work, has read the Instructions to the Bidders, has examined the Plans and Special Provisions, and hereby proposes to furnish all materials except that material supplied by the City and shall perform all work required to complete HVAC Maintenance and Repair Services in accordance with the Special Provisions, and will take in full payment therefore the following unit prices for the work, complete in place, to wit: In compliance with the Specifications and Scope of Work, the bidder hereby proposes to furnish all required labor, materials, supervision, transportation, equipment, services, taxes and incidentals required for HVAC Maintenance and Repair Services. Pricing shall be all inclusive. NOTE: Contractor shall submit proposals via the Bid Line Items contained in PlanetBids in order to be considered for award. Contractor may also submit this page in addition to the line items on PlanetBids as part of their submittals. Section 1: Quarterly Preventative Maintenance COST FOR QUARTERLY ANNUAL COST CITY FACILITY ADDRESS MAINTENANCE (QUARTERLY MAINTENANCE X4 Corporation Yard 592 Superior Avenue $ N/A - please refer to cost Utilities Headquarters 949 W. 161h Street $ file $ Back Bay Science 600 Shellmaker Road Center $ Per Quarter $ A"rouallyv Total for all Facilities *NOTE: a fixed 2% annual CPI adjustment will be included in the contract. Pricing should be inclusive of all labor, tools, equipment, and material costs for performing quarterly maintenance on all units at each location quarterly. Annual total cost should be comprised of the quarterly cost multiplied by four (4) PR-1 quarters per year. All locations and units can be serviced in one day during normal business hours. Contractor will provide a quarterly schedule that includes locations to be serviced and will coordinate this maintenance through the Project Manager. Only the specific unit being serviced should be shut down at any one time and then returned to service immediately after maintenance is completed. Section 2: As -Needed Repair Services UNIT ESTIMATED UNIT RATE ESTIMATED ANNUAL ANNUAL COST REQUIREMENT Labor 250 Hours _ 160 _ Per Hour $® 40,000 After Hours Labor (To be used for work performed after 4:30 PM Monday— 20 Hours $ ®240 e Per Hour $_ 4,800 Thursday, after 3:30 PM on Fridays, and all of Sat., Sun., and holidays. Parts/Replacements N/A Cost plus 15% TBD *NOTE: Pricing should be inclusive of all labor per laborer per hour to complete as -needed repair work. Parts and replacements shall receive a mark-up of up to 15%. Estimated annual number of hours for as - needed labor are approximate and will fluctuate as needed. Section 3: Bid Total BID TOTAL 48,857.13 1 Excluding on call rates *NOTE: Base bid total shall include all highlighted items above, including: total annual price for quarterly maintenance of all units at all locations, estimated annual cost for the estimated annual requirement for as - needed labor, and the estimated annual cost for the estimated annual requirement for after-hours labor. Contract will be awarded based on the lowest total based bid amount. 12.19.23 Date 714-901-5800;714-891-5015 Bidder's Telephone and Fax Numbers 114040 - B, C4, C16, C20, C36, C38, C43 Bidder's License No(s). and Classifications) Southland Industries Bid of Division Leader Bidder's Authorized Signature and Title 12131 Western Avenue, Garden Grove, CA 92841 Bidder's Address Bidder's email address: sklumpp@southlandind.com PR-1 SOUTHLAND LEGAL CLAIMS Southland is committed to the resolution of disputes on business terms and prior to the commencement of litigation. Southland favors the inclusion of alternative dispute resolution provisions in all of its contracts. Furthermore, Southland utilizes alternative dispute resolution procedures whenever such procedures are available. Over the past five years, Southland has been involved in litigation as a plaintiff and as a defendant. All previous litigation / bond claims involving Southland have been resolved before trial. Southland has never been terminated on a project on account of a default by Southland; never had a civil judgment entered against the Company, has never paid liquidated damages, has never had any license revoked, and has never been the subject of a criminal or false claim investigation. Additionally, at present Southland Industries has approximately 1,100 open jobs and at any given point in time we are involved in various legal proceedings which are routine and incidental to our business. Many of these proceedings are covered in whole or in part by Southland's insurance. Southland Industries SOUTHLAND PENDING LEGAL CLAIMS - DEFENDANT Project Name: UCSF Cardiovascular Research Institute Building Date of Claim: 9/18/2018 The Regents of the University of California v. Rudolph and Sletten, Inc. and Southland Industries Case Number: CGC-18-569297 Court: San Francisco County Superior Court Status: Pending Matter arises out of Southland's design and construction of portions of its work on the Cardiovascular Research Institute Building Project at the UCSF campus. UCSF alleges potential design and construction deficiencies at the Project in connection with Southland's work. UCSF alleges it discovered deficiencies including a broken and offset sanitary sewer, storm drain and lab waste plumbing lines below the first floor of the Project. Southland filed answer and cross -complaint for indemnity and contribution against other parties involved with the design and construction of the systems for the project. The claim has been tendered to Southland's insurance carriers and an initial investigation is ongoing. Southland intends to vigorously defend against the allegations set forth in the complaint. Southland Industries SOUTHLAND PENDING LEGAL CLAIMS - PLAINTIFF Project Name: 1500 Mission Date of Claim: 3/2021 Southland Industries v. Related Companies Case Number: CGC-21-590643 Court: Superior Court of CA, San Francisco Status: Pending Lawsuit to foreclose on mechanics lien for monies owing for base contract and change orders. Southland Industries A1#. o CERTIFICATE OF LIABILITY INSURANCE D12/19/2023Dmrr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 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 certificate holder is an ADDITIONAL INSURED, the poltcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 4400 Comerica Bank Tower CONTACT Lorene Kutner NAME: PHONNo_E E _ 412 552 5163 Fvc No): E-MAIL lorene.j.kutLner@marsh.com ADDRESS: ) 1717 Main Street Dallas, TX 75201-7357 INSURERS AFFORDING COVERAGE NAIC q INSURER A: Hartford Fire Insurance Company 19682 CN 1 02747116-S I-NOC-23-24 55 INSURED Southland Industries INSURER B : 12131 Western Avenue INSURER C : INSURER D Garden Grove, CA 92841 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: HOU-004077873-00 REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE 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 PAID CLAIMS. INSR LTR OF INSURANCE ADDLTYPE WM SU D POLICY NUMBER MM/DDY EFF MMM/LDD EXP LIMITS A X COMMERCIAL GENERAL LIABILITY X 40 CSE QU3961 04/01/2023 04/01/2024 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE I -XI OCCUR DAMAGE To RENTED PREMISES Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY Fx] JET LOC F1 PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY 40 CSE QU3962 04/01/2023 04/01/2024 COMBINED SINGLE LIMIT Ea accident $ 3,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY SIR value: $ 500,000 X UMBRELLA LIAB X OCCUR 40 RHU QU3963 04/01/2023 04/01/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DIED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? N❑ (Mandatory in NH) N/A 40 WN QU3960 04 01 2023 04/01/2024 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below 1 J DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: City of Newport HVAC & Controls Maintenance City of Newport Beach is named Additional Insured under the General Liability policy as required by written contract. CF_RTIFICATF_ HOLDER CANCELLATION City of Newport Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 100 Civic Center Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Newport Beach, CA 92660 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC ?talc ZL.S>4-G'L�G� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 40 csE QU3961 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations WHERE REQUIRED BY WRITTEN CONTRACT PER WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Policy Term: 04/01/2023 - 04/01/2024 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 POLICY NUMBER: 40 CSE QU3961 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oroanization(s) I Location And Description Of Completed Operations WHERE REQUIRED BY WRITTEN CONTRACT I PER WRITTEN CONTRACT I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Policy Tenn: 04/01/2023 - 04/01/2024 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH SOUTHLAND INDUSTRIES FOR CIVIC CENTER CHILLER MAINTENANCE AND REPAIR THIS ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1 st day of April, 2024 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Southland Industries, a California corporation ("Contractor"), whose address is 12131 Western Avenue, Garden Grove, California 92841, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform on -call maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on April 1, 2027, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Three Hundred Thousand Dollars and 00/100 ($300,000.00), without prior written amendment to the Agreement. Southland Industries Page 2 4.2 Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the billing rates set forth in Exhibit B ("Billing Rates") shall be adjusted in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)", for the Los Angeles - Riverside -Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed the Consumer Price Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment, whichever is less. 4.3 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.4 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved in writing in advance by City. 4.5 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Sarah Klumpp to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any Southland Industries Page 3 personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works. City's Director of Public Works or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, Southland Industries Page 4 lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, `,Claims"), which may arise from or in any manner re!ate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. Southland Industries Page 5 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance Southland Industries Page 6 of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. BONDING 15.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement: (1) a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit D which is incorporated herein by this reference; and (2) a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibit E which is incorporated herein by this reference. 15.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. 15.3 Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 16. PREVAILING WAGES 16.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 16.2 Unless otherwise exempt by law, Contractor warrants that no contractor or subcontractor was listed on the bid proposal for the Services that it is not currently Southland Industries Page 7 registered and qualified to perform public work. Contractor further warrants that it is currently registered and qualified to perform "public work" pursuant to California Labor Code section 1725.5 or any successor statute thereto and that no contractor or subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work. 17. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 18. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 19. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 20. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Southland Industries Page 8 21. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 22. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, Southland Industries Page 9 and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Director of Public Works Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Sarah Klumpp Southland Industries 12131 Western Ave. Garden Grove, CA 92841 26. CLAIMS 26.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26.2 To the extent that Contractor's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Contractor/Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Contractor shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). Southland Industries Page 10 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. LABOR 28.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 28.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 28.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 28.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 29. STANDARD PROVISIONS 29.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Southland Industries Page 11 29.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Southland Industries Page 12 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Southland Industries Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 21 H [�, q CITY OF NEWPORT BEACH, a California municipal corporation Date: V?- A,0zy By: �� By:_� A on C. Har�/ N-- Will O'Neill City Attorney Mayor ATTEST: Date: By: Leilani I. Brown City Clerk �u <,ro8 CONTRACTOR: Southland Industries, a California corporation Date: By: Signed in Counterpart Ed Newville Vice President Date: By: Signed in Counterpart Tony Wang Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Exhibit D — Labor and Materials Payment Bond Exhibit E — Faithful Performance Bond Southland Industries Page 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: .2/)q/2K By: ron C. Har z/ry121 W-- y Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Will O'Neill Mayor CONTRACTOR: Southland Industries, a California or rafon Date: Z ZZ Z By: Ed Newville Vice President Date: 2 12 Z i Z By Tony Wang Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Exhibit D — Labor and Materials Payment Bond Exhibit E — Faithful Performance Bond Southland Industries Page 14 EXHIBIT SCOPE OF SERVICES Southland Industries Page A-1 SCOPE OF SERVICES Civic Center Building Automation and HVAC Equipment Maintenance Repair Contractor shall provide maintenance, repair and new sequencing services for the City's Alerton Controls System as well as maintenance and repair on all Civic Center HVAC equipment. Contractor shall be a factory authorized Alerton controls service provider with software and hardware distribution authorization in order to support proprietary building automation system. At the time of the award and until completion of work, the Contractor must possess the following Contractor License: "C-20." At the start of work and until completion of work, the Contractor and all Subcontractors shall possess a valid Business License issued by the City. This contract will consist of two parts but shall be bid as one package. ■ Part 1 - Building Automation Maintenance and Repair ■ Part 2 - HVAC Equipment Maintenance and repair Part 1- Building Automation Program Overview • Monthly Controls Maintenance • Four (4) additional visits which may be utilized at the beginning of contract in order to onboard the new controls technicians and familiarize with the City of Newport Beach system. • Remote Support (with Client Permission) • Dedicated Primary and Secondary Technicians • 24-hour Emergency Response Preventative Maintenance Scope of Work Equipment Covered: Alerton Control System Parts and Materials: All parts and material will be Alerton authorized replacement parts. All non Alerton part substitutions must be authorized in advance of purchase and installation. Labor: Included shall be all labor to perform corrective and preventative maintenance services as described in this contract. Preventative Maintenance: Contractor shall provide preventative maintenance routines as defined below on a monthly basis (12 visits a year) and will be executed as follows: • System Backup. During each Preventative Maintenance visit the contractor's technician will perform (1) full system backups, one kept onsite at Civic Center and the second archived at the contractor's facility for safekeeping. • Facility Maintenance Review: Contractor will review with the onsite facilities technician the current operating system and determine any current issues and/or deficiencies. • Network Communication Review: The contractor will analyze communication between your front-end server, system and field level controllers, plus verify communication between all configured facilities. • Alarm Log Review: Contractor shall document all equipment and points generating excessive alarms troubleshoot and make recommendations to correct the faults that are triggering the alarms. • System and Field Level Device Review: Contractor shal review all system and field level controllers and document all devices that are not communicating and/or operating correctly on the network and make recommendations on how to correct the issue, if applicable. • BAS Failed Points Review: Contractor shall review the entire BAS system for failed points, which may be indicators of equipment and control devices needing corrective maintenance. • System Presentation and Review: Upon completion of each Preventative Maintenance routine, The contractor shall provide a written report and presentation of the technician's analysis and solutions will be provided to Facilities Personnel. BUILDING AUTOMATION SERVICE & MAINTENANCE TASKS MONTHLY WORKSTATION OPERATIONAL • Review control system operations with building lead operator/technician. • Review system for critical and off-line status indications. • Review system for override, and disabled status indications. • Review event and alarm log for critical or recurring instances and possible operational issues. • Review trend logs for need and operator use. • Perform database maintenance on the software application, if applicable. • Save/copy network workstation database, including custom graphics and system controller point data, schedules, alarms and trend -log. • Perform network analysis tasks analysis tasks as required to confirm communications with all networked controllers and 3rd party devices. • Confirm proper time sync of all system controllers with workstation, if applicable. QUARTERLY WORKSTATION OPERATIONAL • Review chiller plant system controllers and field modules, verify proper operation of controls processes, if applicable. • Review heating hot water plant system controllers and field modules, verify proper operation of controls processes, if applicable. • For all the AHU/RTU/FCU application/control modules, verify setpoints, proposer operation of critical controls process and points associated with unit, if applicable. • For all terminal equipment/control modules, verify setpoints, operation of critical controls processes and associated points with unit, if applicable. • Verify all override switches are on auto and review findings on all system controllers. • Review findings with building lead operator/technician. • Provide written suggestions for system repairs, upgrades, enhancements, and energy improvements. QUARTERLY FIELD OPERATIONAL • Check system controllers and system managers to verify proper device properties, DC power levels. Communication, and possible error code indications. • Verify all override switches are on auto and review findings on all systems controllers. • Remove excessive dust from internal surfaces of control panels. • Verify current copy of the as -built drawings exist at control panels. • Review findings with building lead operator/technician. • Provide written suggestions for system repairs, upgrades, enhancements, and energy improvements. SEMI-ANNUAL WORKSTATION OPERATIONAL • Check and verify system start/stop schedules and temperature min/max set points and adjust per design or written building schedule of operation. Part 2 HVAC Equipment Maintenance and Repair Scheduled Maintenance Scheduled number of specific service events and associated labor performed during normal business hours as outlined in the Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Contractor's Technician for the normal performance of Scheduled Maintenance are covered by the annual fee and include grease, cleaning solvents, and wiping cloths. Refrigerant Management This scope includes: • Refrigerant Replacement at 0% of Charge per unit per year • Technicians will capture and track all refrigerant activity performed for each piece of Covered Equipment • Refrigerant Usage Reports can be generated annually. Laboratory Analysis Contractor's Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Cooling Contingency Planning Contractor's emergency preparedness personnel will provide, free of charge upon request, Cooling Contingency Planning to anticipate and respond to unusual or unplanned cooling needs. Planning will address temporary chillers, portable auxiliary power units, and recommendations for facility modifications to prepare your system for temporary cooling. Services to be Performed. Description Quantity Per Year Series RTM Chiller Annual Inspection 1 Series RTM Chiller Operational Quarterly Inspection 3 Refrigerant Monitor Maintenance & Calibration 1 Annual Mechanical -Draft Cooling Tower Inspection 1 Quarterly Mechanical -Draft Cooling Tower Inspection 3 Mechanical -Draft Cooling Tower Variable Frequency 1 Annual Pump Maintenance 1 Quarterly Pump Running Inspection 3 Pump Variable Frequency Drive Maintenance 1 Annual Air Handler Maintenance 1 Quarterly Air Handler Maintenance 3 Air Handler Variable Frequency Drive Maintenance 1 Annual Boiler Maintenance 1 Quarterly Boiler Inspection 3 Annual Return Fan Maintenance 1 Quarterly Return Fan Inspection 3 Return Fan Variable Frequency Drive Maintenance 1 Annual Liebert Split System Maintenance 1 Quarterly Liebert Split System Inspection 3 Annual Exhaust Fan Maintenance 1 Quarterly Exhaust Fan Inspection 3 Fan Coil Unit Inspection 4 Annual A/C Unit Maintenance 1 Quarterly A/C Unit Inspection 3 WATER-COOLED ROTARY CHILLERS: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Leak -test the chiller and report the leak check results. • Repair minor leaks as required (e.g. valve packing, flare nuts). • Visually inspect condenser tubes for cleanliness. Controls and Safeties • Inspect the control panel for cleanliness. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Verify all settings in the electronic control panel. • Test the oil pressure safety device. Calibrate and record setting. . • Test the high motor temperature safety device. Calibrate and record setting. • Test the operation of the chilled water pump and condenser water pump starter auxiliary contacts. • Verify the setting of the current control device. • Test the operation of the optical oil sensor. Condenser Tube Brushing • Isolate the condenser water side of the chiller and drain water (condenser isolation valves must hold) • Drop the condenser heads • Inspect tubes, check for scaling. • Brush all condenser tubes • Replace condenser head gasket with new OEM Trane part • Open isolation valves and fill chiller with water Lubrication System • Pull oil sample for spectroscopic analysis. • Test the oil for acid content and discoloration. Make recommendations to the customer based on the results of the test. • Change the oil filter. • Verify the operation of the oil heater. Measure amps and volts and compare the readings with the watt rating of the heater. Motor and Starter • Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Check tightness of motor terminal connections. • Check condition of the contacts for wear and pitting. • Check contactors for free and smooth operation. • Check the mechanical linkages for wear, security and clearances. • Meg the motor and record readings. • Verify the operation of the electrical interlocks. • Measure voltage and record. Voltage should be nominal voltage ±10% Mid -Season Running Inspection • Check the general operation of the unit. • Log the operating temperatures, pressures, voltages, and amperages. • Check the operation of the control circuit. • Check the operation of the motor and starter. • Analyze the recorded data. Compare the data to the original design conditions. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. AIR COOLED CHILLERS: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Inspect for leaks and report leak check result. • Repair minor leaks as required (e.g. valve packing, flare nuts). • Check the condenser fans for clearances and free operation. • Check tightness of condenser fan motor mounting brackets. • Check the set screws on the fan shafts. • Visually inspect the condenser coil for cleanliness. • Verify the performance of the fan control inverter VFD, if applicable. • Grease bearings as required. Controls and Safeties • Inspect the control panel for cleanliness. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Verify the working condition of all indicator/alarm lights and LED/LCD displays. • Test oil pressure safety device (as required). Calibrate and record setting. • Test the operation of the chilled water pump starter auxiliary contacts. Lubrication System • Pull oil sample for spectroscopic analysis. • Test oil for acid content and discoloration. • Make recommendations to the customer based on the results of the test. • Verify the operation of the oil heaters. Motor and Starter • Clean the starter cabinet and starter components. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Check the condition of the contacts for wear and pitting. • Check contactors for free and smooth operation. • Check all mechanical linkages for wear, security and clearances. • Verify tightness of the motor terminal connections. • Meg the motor and record readings. • Verify the operation of the electrical interlocks. • Measure voltage and record. Voltage should be nominal voltage ±10%. Quarterly Running Inspection • Check the general operation of the unit. • Log the operating temperatures, pressures, voltages, and amperages. • Check the operation of the control circuit. • Check the operation of the lubrication system. • Check the operation of the motor and starter. • Analyze the recorded data. Compare the data to the original design conditions. • Review operating procedures with operating personnel. • Provide a written report of completed work, operation log and indicate any uncorrected deficiencies detected. AIR HANDLING UNITS: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Inspect the unit for cleanliness. • Inspect the fan wheel and shaft for wear and clearance. • Check the sheaves and pulleys for wear and alignment. • Replace Belts • Verify tight bolts, set screws, and locking collars. • Check dampers for wear, security and linkage adjustment. • Verify clean condensate pan. • Verify proper operation of the condensate drain. • Replace all air filters. • Verify clean coils. • Verify proper operation of the spray pump, if applicable. • Verify smooth fan operation. • Log operating conditions after system has stabilized. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. Lubrication • Lubricate the fan shaft bearings, if applicable. • Lubricate the motor bearings, if applicable. Controls and Safeties • Test the operation of the low temperature safety device, if applicable. • Test the operation of the high static pressure safety device, if applicable. • Test the operation of the low static pressure safety device, if applicable. • Check the thermal cutout on electric heaters, if applicable. • Check the step controller, if applicable. • Check and record supply air and control air pressure, if applicable. • Verify the operation of the control system and dampers while the fan is operating. Motor and Starter • Clean the starter and cabinet. • Inspect the wiring and connections for tightness and signs of overheating and discoloration. This includes wiring to the electric heat, if applicable. • Check the condition of the contacts for wear and pitting. • Check the contactors for free and smooth operation. • Meg the motor and record readings. Scheduled Running Inspection • Check the general condition of the fan. • Verify smooth fan operation. • Check and record supply and control air pressure, if applicable. • Verify the operation of the control system. • Replace pre -filters. • Verify that post/box filters are in good condition. • Log the operating conditions after the system has stabilized. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate uncorrected deficiencies detected. COOLING TOWER, BELT DRIVEN: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • STRUCTURE o Disassemble all screens and access panels for inspection. o Inspect the conditions of the slats, if applicable. o Inspect the condition of the tower fill. o Inspect the condition of the support structure. o Inspect the condition of the basins (upper and lower) and/or spray nozzles. o Verify clean basins and strainer(s). o Verify the condition and operation of the basin fill valve system. • MECHANICAL o Replace belts. o Verify correct belt tension. Adjust the tension as necessary. o Inspect sheaves and pulleys for wear, condition, and alignment. o Inspect fan shaft and bearings for condition. o Inspect fan assembly for condition, security, and clearances. (e.g. blade tip clearance). Lubrication System • Lubricate motor bearings. • Lubricate fan shaft bearings. Motor and Starter • Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Check the condition of the contacts for wear and pitting. • Check the contactor(s) for free and smooth operation. • Meg the motor(s) and record readings. • Check disconnect terminal block for wear, tightness and signs of overheating and discoloration. • Check the condition and operation of the basin heater contactor(s). Mid -Season Running Inspection • Check the general operation of the tower. • Verify clean basins and strainers. If cleaning needed, technician to provide quote to building engineer on site. • Verify proper water level in the basin. • Verify proper operation of the water level control device. • Verify smooth operation of the fan(s). • Verify proper operation of the bypass valve(s), if applicable. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. PUMPS: Annual Inspection • Report in with the Customer Representative • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Check motor shaft and pump shaft for alignment, if applicable. • Inspect the coupling for wear. • Verify that the shaft guard is in place and tight, if applicable. • Verify water flow through the pump. • Check for leaks on the mechanical pump seals, if applicable. • Verify proper drip rate on the pump seal packing, if applicable. • Verify smooth operation of the pump. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. Lubrication • Lubricate the motor bearings as necessary. • Lubricate the pump bearings as necessary. Motor and Starter • Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Meg the motor. • Verify tight connections on the motor terminals. • Check the condition of the contacts for wear and pitting, if applicable. • Check the contactors for free and smooth operation. • Verify proper volts and amps. Running Inspection • Verify smooth operation of the pump. • Check for leaks on the pump seal. • Lubricate the motor bearings as necessary, if applicable. VARIABLE FREQUENCY DRIVES: Annual Maintenance Procedure • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. • Clean the heat sink. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Visually inspect panel for loose or damaged parts or wiring; also check for any accumulation of dirt and/or moisture. • Verify proper operation of the unit. • Verify proper DC buss voltage. REFRIGERANT MONITORS: Annual Maintenance Inspection • Report in with Project Manager • Record and report abnormal conditions. • Check chassis mounting in enclosure. • Check operation of Clear Language Display. • Replace sampling filter element /elements at sensing points. • Provide Zero and Span calibration to accuracy within 1 PPM. • Visually check photo -acoustic sensing device. • Check periodic re -zeroing if applicable. BOILERS: Comprehensive Annual Inspection • Report in with Project Manager • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Check the heating surfaces and water side for corrosion, pitting, scale, blisters, bulges and soot. • Inspect the refractory. • Check the expansion tank and drain if needed. • Clean the fire inspection glass. • Check the blow -down valve packing and lubricate. • Check and test boiler blow -down valve. • Perform hydrostatic test, if required. • GAS TRAIN BURNER ASSEMBLY o Check the gas train isolation valves for leaks. o Check the gas supply piping for leaks. o Check the gas pilot solenoid valve for wear and leaks. o Check the main gas and the pilot gas regulators for wear and leaks. o Test the low gas pressure switch. Calibrate and record setting. o Test the high gas pressure switch. Calibrate and record setting. o Verify the operation of the burner fan air flow switch. o Inspect and clean the burner assembly. o Inspect and clean the pilot igniter assembly. o Inspect and clean the burner fan. o Run the fan and check for vibration. o Inspect the flue and flue damper. o Burner Control Panel: ■ Inspect the panel for cleanliness. ■ Inspect wiring and connections for tightness and signs of overheating and discoloration. • Clean burner fan wheel and air dampers. Check the fan for vibration. • Verify tightness of the linkage set screws. • Check the gas valves against leakage (where test cocks are provided). Controls and Safeties (all if applicable) • Disassemble and inspect the low water cutoff safety device. • Reassemble the boiler low water cutoff safety device with new gaskets. • Clean the contacts in the program timer, if applicable. • Check the operation of the low water cutoff safety device and feed controls. • Verify the setting and test the operation of the operating and limit controls. Quarterly Running Inspection • Check the general condition of the unit. • Inspect the burner. • Adjust the burner controls to obtain proper combustion. • Check the operation of the pressure relief valve. • Check the operation of the low water cutoff and feed controls. • Check the setting and test the operation of the operating and limit controls. • Check the operation of the modulating motor. • Lift the safety/relief valves with at least 70% of rated pressure. • Blow down and try gauge cocks to confirm glass water level. • Check and test boiler blow down valve. • Log operating conditions after the system has stabilized. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate uncorrected deficiencies detected. LIEBERT SPLIT -SYSTEMS: Quarterly Maintenance Filters • Check for restricted airflow. • Replace air filters as needed • Examine filter switch. • Wipe entire section clean Blower Section • Verify that impellers are free of debris and move freely. • Check belt for condition and proper tension. • Replace belts as needed. • Verify that the bearings are in good condition. • Check the fan safety switch for proper operation. • Check the pulleys and motor mounts for tightness and proper alignment. Water/Glycol Condenser (If Applicable) • Check cleanliness of copper tubing. • Confirm that the water regulating valves are functioning properly. • Check the glycol solution level. • Check glycol freeze protection level • Check for water/glycol leaks Glycol Pump • Examine for any glycol leaks. • Determine proper pump operation. Steam Generating Humidifier (If Applicable) • Check the canister for any deposits. • Check the condition of all steam hoses. • Examine the water make-up valve for any leaks. • Check and adjust potentiometers for optimal performance Infrared Humidifier (If Applicable) • Check the pan drain for any type of blockage. • Examine the humidifier lamps for proper operation. • Check the pan for any type of mineral deposits. Refrigerant Cycle/Section • Examine refrigerant lines for leaks or damage. • Using the sight glass, check lines for moisture. • Monitor suction pressure. • Monitor head pressure. • Monitor discharge pressure. • Check superheat. Electric Panel, Controls, and Ancillary Items • Check fuses • Check electrical connections • Check contactors for pitting • Using microprocessor controls, ensure proper operation of the unit components • Inspect leak detection cabling (if connected to unit) FAN COIL UNITS: Quarterly Maintenance • Report in with Project Manager • Record and report abnormal conditions. • Verify clean water coil. • Verify tightness of fan set screws • Verify smooth fan operation. • Verify clean condensate pan. • Verify the operation of the condensate pump, if applicable. • Verify proper operation of the temperature control and fan control device. • Verify proper operation of the changeover valve, if applicable. Equipment List Equipment Series RTM Water -Cooled Chillers Qty 2 ManufacturerModel Trane Number RTWD.. CH-1,2 Pumps (Chilled Water, Condenser Water, and Heating Hot Water 6 Bell & Gossett Size 1510 P-1-6 Hot Water Boilers 2 RayPak H7-0850 B-1,2 Chillgard® LE Refrigerant Monitor 1 VISA A-LE-D-4-1... n/a Return Fans — Direct Drive 3 Alliance 4VN-AS-PF RF-1,4-5 Return Fans — Belt Driven 2 Greenheck QEI... RF-2,3 Air Handling Units 5 Alliance 4VN... AHU-1-5 Cooling Tower 1 BAC 15177 CT-1 Split -System Precision Cooling Units 3 Liebert BF067A... CU-12A,12B,18 AC- 12A,12B,18 Library AH U-1 R Alliance 4BN-17.7-AS 1608AHUR1 Unit Notes Split system indoor fan coil MFG Mitsubishi .•- PEFY-P48NMAU-E 18WO1002 Split system indoor fan coil Mitsubishi PEFY-P08NMAU-E 15WO1476 Split system indoor fan coil Mitsubishi PEFY-P18NMAU-E 15WO1392 Split system indoor fan coil Mitsubishi PEFY-P08NMAU-E 15WO1475 Split system indoor fan coil, washable filters Mitsubishi LGH-F1200RX3-E, D10682770 No grease, no oil, no belts Greenheck SQ-120-B-X 12679907- 1112 No grease, no oil, no belts Greenheck SQ-130-VG-7-X 13385499- 1308 Expansion tank/air separator Bell and Gossett R-31F 227438 Split system condensing unit Mitsubishi PUY-Al2NHA4 16UO3046C Split system condensing unit Mitsubishi MUY-D36NA 2001663T Packaged AC unit Mitsubishi PEA-Al2AA4 13M00104 Packaged AC unit Mitsubishi PEA-Al2AA4 13M00098 Condensate pump system. Hartell AZ-X-1965DV Split system condensing unit Mitsubishi PUY-Al2NHA4 15UO25700 Split system condensing unit Mitsubishi PKA-A24KA4 12M00920 No grease, no oil, no belts Greenheck G-143-VG-7-X 12679819 1201, No grease, no oil, no belts Greenheck G-143-VG-7-X 12679820 1201, Split system condensing unit Mitsubishi PUY-A18NHA4 14UO2251 C 767858- Constant volume AC unit Mitsubishi SDV5-004 001- 001 No grease, no oil, no belts 12679912 Greenheck SA-85-D-X 1112, Split system condensing unit Mitsubishi PUY-Al2NHA4 15UO2680C PURY-P168TGMU-A Split system condensing unit Mitsubishi 88W00189 Unit 19W00980, filter type FBM2-1 PEFY-P30NMAU-E Mitsubishi 19W00980 Unit 19W00980, filter type FBM2-1 PEFY-P36NMAU-E Mitsubishi 19WO1215 Washable filters Mitsubishi PKFY-P24NKMU-E 11 M00093 Packaged AC unit / washable filter MFG Mitsubishi ModelNotes MSY-D36NA 2000602 Packaged AC unit / washable filter Mitsubishi PEA-Al2AA4 13M00101 No belt size on service report BAC 15177 U122431601-01 Baldor Electric 35R011 W329G2 F1111103441 Split system condensing unit Mitsubishi PUY-A24NHA4 3ZU14359A Split system condensing unit Mitsubishi PUY-A24NHA4 19U04867D Split system condensing unit Mitsubishi PUY-A24NHA4 19U04826D Split system indoor fan coil Mitsubishi PLA-A24BA4 02A00710B Split system indoor fan coil/washable filter Mitsubishi PKA-A24KA4 12M01083 No grease, no oil, no belts Greenheck CVE-1 21 -VG-5-6 12679822-1201 Split system condensing unit Mitsubishi PUY-Al2NHA4 16U03047C No grease, no oil, no belts Greenheck SQ-12C-A-X 12679905 No grease, no oil, no belts Greenheck SQ-85-D-X 12679910-1112 No grease, no oil, no belts Greenheck SQ-95-V6-4-X 2679906-1112 Split system indoor fan coil/washable filter Mitsubishi PKA-Al8HA4 02A00928A No Access Mitsubishi SDV5-002 767858002-001 Computer Room Units Precision Cooling BF042ADAM01902S Computer Room Units Precision Cooling BF042ADAM01902S Computer Room Units Precision Cooling BF042ADAM01902S EXHIBIT B SCHEDULE OF BILLING RATES Southland Industries Page B-1 Scope of Service Cost File Civic Center Building Automation and HVAC Equipment Maintenance Repair Description Quantity Unit Unit Cost Annual Cost Series R Chiller Quarterly Inspection 3 Quarterly $565 $1,695 Series R Chiller Annual Inspection 1 Annual $7,150 $7,150 Mechanical -Draft Cooling Tower Quarterly Inspection 3 Quarterly $141.25 $423.75 Mechanical -Draft Cooling Tower Annual Inspection 1 Annual $877.50 $877.50 Pump Running Quarterly Inspection 3 Quarterly $250 $750 Pump Running Annual Inspection 1 Annual $500 $500 Air Handlers Quarterly Inspection 3 Quarterly $972.50 $2917.50 Air Handlers Annual Inspection 1 Annual $2-542, 0 $2542.50 Boilers Quarterly Inspection 3 Quarterly $200 600 Boilers Annual Inspection 1 Annual $1130 $1130 Return Fans Quarterly Inspection 3 Quarterly $233 $699 Return Fans Annual Inspection 1 Annual $231 231 Liebert Split System Quarterly Inspection 3 Quarterly $211.83 $635.40 Liebert Split System Annual 1 Annual $300 $300 Exhaust Fans Quarterly Inspection 3 Quarterly 200 600 Exhaust Fans Annual Inspection 1 Annual $400 $400 Fan Coil Units Quarterly Inspection 3 Quarterly 675 $2025 Fan Coil Units Annual Inspection 1 Annual $1165.50 $1165.50 A/C Units Quarterly Inspection 3 Quarterly $557 $1671 A/C Units Annual Inspection 1 Annual $1700 $1700 Refrigerant Monitor Maintenance & Calibration Annual Inspection 1 Annual $343.75 $343.75 Variable Frequency Drive Annual Maintenance 1 Annual $500 $500 Total Annual Cost 28,856.90 On -Call Hourly Rate Maintenance and Repair N/A Hourly $160 N/A On -Call After Hours Hourly Rate Maintenance and Repair N/A Hourly $240 N/A Monthly Building Automation System Maintenance 12 Monthly $1250 $15000 Additional Scheduled Visits 4 As Req. $5000 Total Annual Cost 20,000.00 On -Call Hourly Rate Building Automation N/A Hourly $160 N/A On -Call After Hours Rate Building Automation N/A Hourly $240 N/A *Cost excludes filter cost. Filters will be supplied by the city or Southland to purchase with reimbursement. EXHIBIT C INSURANCE REQUIREMENTS — PUBLIC WORKS AND CONSTRUCTION 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance providing statutory benefits and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with California law for all of the subcontractor's employees. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees, volunteers. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected or appointed officers, agents, officials, employees, volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate and four million dollars ($4,000,000) completed operations aggregate. The policy shall cover liability arising from bodily injury, property damage, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Southland Industries Page C-1 C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Cyber Liability. Contractor shall maintain cyber liability insurance with limits of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties; (3) data breach expenses payable whether incurred by City or Consultant, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. F. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: Southland Industries Page C-2 A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, cyber liability, excess/umbrella liability and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its elected or appointed officers, agents, officials, employees, volunteers shall be included as additional insureds under such policies. C. Primary and Non Contributory. Contractor's insurance coverage shall be primary insurance and/or the primary source of recovery with respect to City, its elected or appointed officers, agents, officials, employees, volunteers. Any insurance or self-insurance maintained by City shall be excess of Contractor's insurance and shall not contribute with it. D. Notice of Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days' notice is required) for each required coverage except Builders Risk Insurance, which shall contain an endorsement with said required notices. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award". Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City Southland Industries Page C-3 evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. The City reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving Contractor ninety (90) calendar days' advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Exhibit A are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available proceeds in excess of specified minimum limits of insurance and coverage shall be available to the City. F. Self -Insured Retentions. Contractor agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self -insure its obligations to City. If Contractor's existing coverage includes a self -insured retention, the self -insured retention must be declared to City. City may review options with Contractor, which may include reduction or elimination of the self -insured retention, substitution of other coverage, or other Southland Industries Page C-4 solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. G. City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Contract, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Coverage not Limited. All insurance coverage and limits provided by Contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other agreement relating to City or its operations limits the application of such insurance coverage. Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Work under this or any other Contract or agreement with City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City with five (5) calendar days of the expiration of the coverages. Southland Industries Page C-5 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. K4185103A LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to Southland Industries hereinafter designated as the "Principal," an agreement for Civic Center Chiller Maintenance and Repair, in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, Federal Insurance Company duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of Three Hundred Thousand Dollars and 00/100 ($300,000.00), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. Southland Industries Page D-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond, IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 1st day of April , 20 24. Southland Industries Name of Contractor (Principal) Federal Insurance Company Name of Surety 202B Hall's Mill Road Whitehouse Station, NJ 08889 Address of Surety (215) 640-1000 Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: �agg By: Aa n C. Harp City Attorney 9/3Z`l Authorized Signature/Title Tony Wang, CFO Authoriz;Went Signature Rebecca S. Leal, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Southland Industries Page D-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20_ Notary Public, personally appeared me, , who proved to me on the basis of sati ct 6 evidence to be the person(s) whose name(s) is/are subscribed to the within instrument cknowledged to me that he/she/they executed the same in his/her/their authorized cap ), and that by his/her/their signatures(s) on the instrument the person(s), or the entity, ehalf of which the person(s) acted, executed the instrument. I certify under PENALTN305 PERJURY under the laws of the State of California that the foregoing paragraph is trVofficial rrect. WITNESS my seal. ture (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SEE ATTACHED SS. On , 20 before me, , Notary Public, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Southland Industries Page D-3 California All -Purpose Certificate of 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 Orange S.S. On March 27, 2024 before me, Chrystal Palacios , Notary Public Name of Notary Public, Title personally appeared Tony Wang Name of Signer (1) (lame of Signer (21 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. 1)0# 6 A V'�Kf signature of Notary Public OPTIONAL INFORMATION CHRYSTAL PALACICIS Notary Public - California 1 m orange County Commission # 2405641 Comm. Expires May 25, 2026 Although the information in this section is not required by law. it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a l�Lt.IJ1A' document titled/for the purpose of A4 � J A rQ 11M U-nd k° J-LH 961 D3#`c containing pages, and dated, The signer(s) capacity or authority is/are as: ❑ Individual(s) ❑ Attorney -in -fact 0 Corporate Officer(s) CFO ❑ Guardian/Conservator ❑ Partner- Limited/General ❑ Trustee(s) ❑ Other: representing: Title(s) h . -f Per ,, ; Enlw ; -ign-r , : -nose, .ng Method of Signer Identification Proved to me on the basis of satisfactory evidence: ❑ form(s) of identification ❑ credible witness(es) Notarial event is detailed in notary journal on: Page # Entry # Notary contact: Other ❑ Additional Signer ❑ Signer(s) Thumbprints(s) n 2009-2015 Notary Learning Center - All Rights Reserved You can Purchase conies of this form from our web site at vNvvd.TheNotarysStore.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Missouri county of Jackson on April 1, 2024 Date Personally appeared _ before me, Amy S. Fulton, Notary Public Here Insert Name and Title of the Officer Rebecca S. Leal Name(s) of Signer(s) 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 instru mentthe person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. AV ; S. FULTON No`mry Public -Notary Seal OTATE OF MISSOURI :.iacicson County My •Gnrntnisslon Expires 8/22/2025 Commission # 2168407� 6 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of Missouri that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ature of Notary Public •---------------------------------------------------- OPTIONAL -------------------------- —-------- ---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document Number of Pages Document Date Signer(s) OtherThan Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ® Corporate Officer —Titles) Partner ® Limited ® General Individual ® Attorney in Fact Trustee Guardian or Conservator El Other Signer's Name ❑ Corporate Officer —Titles) ❑ Partner rl Limited General ❑ Individual [:] Attorney in Fact ❑ Trustee n Guardian or Conservator ❑ Other Signer Is Representing Signer Is Representing CHUE3E3 Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New Yolk corporation, PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations of the Commonwealth of Pennsylvania, do each hereby constitute and appoint Christy M. Braile, Danielle R. Capps, Jeffrey C. Carey, Mary T. Flanigan, Tahitia M. Fry, C. Stephens Griggs, Erin C. Lavin, Veronica Lavvver, Rebecca S. Leal, Kellie A. Meyer, Patrick T. Pribyl, Debra J. Scarborough, Lauren Scott, Hillary D. Shepard, Evan D. Sizemore, Kristin D. Thurber and Mariana Walker of Kansas City, Missouri ------- —------------- —------- ---------- —---- _---------- —--- —------ ---------- each as their true and lawful Attorney -in -Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory fit the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE. AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this lst day of August, 2023. LLtvm 11. Chloros, Vssisumt Secretary. STATE OF NEW JERSEY County of Hunterdon Stephen NI. Haney. Vice President On this 11, day of August 2023 before me, a Notary Public of New Jersey, personally came Dawn M. Chloros and Stephen M. Haney, to me known to be Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power of Attorney, and the said Dawn M. Chloros and Stephen M. Haney, being by me duly sworn, severally and each for herself and himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal FSi1 c roT «1nRr� • y 'oeuo �JEf� Albert Com[ursi NOTARY PUBLIC OF NEW JERSEY No 5OW2369 / Commission Expires August 22,20Z7 Notary Public CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on Marcie 20, 2009: "RESOLVED, that the fallowing authurtzations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, cuntracts and other written commitments of the Company etuered into in the ordinary course of business (each a "Written Commitment'): (1) Each of the Chairman, the President and the Vice Presidents of tine Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attorney -in -fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of tine Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney -in -Fact. (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney -in - fact of the Company with full power and authority to execute, for and an behalfofthe Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing to any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any cIRcer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or othenvise affect the exercise ofany such power orauthority otherwise validly granted or vested." 1, Dawn M. Chloros, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companies") do hereby certify that (I) the foregoing Resolutions adopted bythe Board of Directors of the Companies are true, correct and in full force and effect, (ii) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station, NJ, this Apri 1 1 , 2024. lbwn M. Chlorm. Assistant IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT: Telephone 908 903- 3493 Fax 90E 903.3656 e-mail: stirety@chubb.com Combined: FED-VIG-PI-WFIC-AAIC (rev. 11-19) EXHIBIT E CITY OF NEWPORT BEACH BOND NO. K4185103A FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 2,58T00 , being at the rate of $ 8.623 per thousand of the Agreement price. WHEREAS, the City of Newport Beach, State of California, has awarded to Southland Industries hereinafter designated as the "Principal," an agreement for Civic Center Chiller Maintenance and Repair, in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithful performance of the Agreement. NOW, THEREFORE, we, the Principal, and Federal Insurance Company , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of Three Hundred Thousand Dollars and 00/100 ($300,000.00) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive Southland Industries Page E-1 notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the 1st day of April , 20 24 . Southland Industries Name of Contractor (Principal) Federal Insurance Company Name of Surety 202B Hall's Mill Road Whitehouse Station, NJ 08889 Address of Surety (215)640-1000 Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 44 3/QC( d k0ron C. Harp City Attorney Authorized Signature/Title Tony Wang, CFO �J Authorized Oent Signature Rebecca S. Leal, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Southland Industries Page E-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of )Ss. On , 20 bef e , Notary Public, personally appeared , who proved to me on the basis of Mwhich ce to be the person(s) whose name(s) is/are subscribed to the within instrumend to me that he/she/they executed the same in his/her/their authorized capacithis/her/their signatures(s) on the instrument the person(s), or the entity upon bperson(s) acted, executed the instrument. Icertify under PENALTY OF P JURY under the laws of the State of California that the foregoing paragraph is true and cor t. WITNESS my han nd official seal. (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SEE ATTACHED } SS. On , 20 before me, , Notary Public, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Southland Industries Page E-3 California All -Purpose Certificate of 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 Orange On March 27, 2024 before me, Chrystal Palacios , Notary Public personally appeared Tony Wang Name of Notary Public, Title Name of Signer (1) fderne of Signer (2) 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. _. 69ignature of Notary Public OPTIONAL INFORMATION *my CHRYSTAL PALACIOS Notary Public • California Orange County _Commission # 2405641 Comm. Expires May 25, 2026 Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of t" ��'FDLInLQ 13W -ti�'--Elg Ank containing pages, and dated AP11711 I The signer(s) capacity or authority is/ as: ❑ Individual(s) ❑ Attorney -in -fact Pq Corporate Officer(s) CFO ❑ Guardian/Conservator ❑ Partner- Limited/General ❑ Trustee(s) ❑ Other: representing: Title(s) f s of P= .; EtitSign--r is P -anOnG Method of Signer Identification Proved to me on the basis of satisfactory evidence: ❑ form(s) of identification ❑ credible witness(es) Notarial event is detailed in notary journal on: Page # Entry # Notary contact: Other ❑ Additional Signer ❑ Signer(s) Thumbprints(s) (D 2009-2015 Notary Leafning Center - All Riylits Reserved You can purchase copies of this farm from ourweb site at w �nri.TheNotarysStore.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Missouri County of Jackson on April 1, 2024 before me, Amy S. Fulton, Notary Public Date Here Insert Name and Title of the Officer Personally appeared Rebecca S. Leal Name(s) of Signer(s) 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 instrumentthe person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. AMY S. FULTON Notary( Public -Notary Seal STATE OF MISSOURI Jackson County MY CO mission Expires 8/22/2025 Commission # 21684076 I certify under PENALTY OF PERJURY under the laws of the State of Missouri that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Si ' ure of Notary Public Place Notary Seal Above -------------------------------------------------------------------- OPTIONAL -------------------------- ------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document Number of Pages Document Date Signer(s) OtherThan Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ® Corporate Officer—Title(s) ® Partner rj Limited General ® Individual n Attorney in Fact ® Trustee Guardian or Conservator ® Other Signer's Name ® Corporate Officer—Title(s) rj Partner ❑ Limited ❑General Individual rl Attorney in Fact ®Trustee ®Guardian orConservator rl Other Signer Is Representing Signer Is Representing C H U E3 E3 Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, ail Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, :t Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations of the Commonwealth of Pennsylvania, do each hereby constitute and appoint Christy M. Braile, Danielle R. Capps, Jeffrey C. Carey, Mary T. Flanigan, Tahitia M. Fry, C. Stephens Griggs, Erin C. Lavin, Veronica Lawver, Rebecca S. Leal, Kellie A. Meyer, Patrick T. Pribyl, Debra J. Scarborough, Lauren Scott, Hillary D. Shepard, Evan D. Sizemore, Kristin D. Thurber and Mariana Walker of Kansas City, Missouri ---------------------- ------- —------- --_------- —------- —--- —------------- _--- each as their true and lawful Attorney -in -Fact to execute under such designation in their names and to affix their corporate seals to and deliver forand on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE. AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this 1st day of August, 2023. Wwri \1. Chhints,-VssistanI Secretary W 7` STATE OF NEW JERSEY County of Hunterdon Stephen \I. Hanvy. Vice President On this 1st day of August 2023 before me, a Notary Public of New Jersey, personally came Dawn M. Chloros and Stephen M. Haney, to me known to be Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power of Attorney, and the said Dawn M. Chloros and Stephen M. Haney, being by me duly sworn, severally and each for herself and himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal t c r �sTA-F� UtlLt� y�'JEt:� Albert CNEW NOTARY PUBLIC OF OF NEE W JERSEY No 50202369 Commission Expires August 22,2027 NotaryPublic CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY an December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009: "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course of business (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalfof the Company, under the seal of th a Company or otherwise. (2) Each duly appointed attorney -in -tact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney -fin -fact. (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf ofthe Company, to appoint in writing any person the attorney -in - fact of the Company with full power and authority to execute, for and on behalfof the Company, under the seal ofthe Company at otherwise, such Written Commitments ofthe Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and air behalf of the Company, to delegate in writing to any other officer of the Company the authority to execute, for and on behalf of the Company, tinder the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to bean exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested." 1, Dawn M. Chloros, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (tlie "Companies") do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, (if) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station, NJ, this April 1, 2024. lklwn M. Chlortx, Assistant Secretal}Q IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT: Tele hone 908 903- 3493 Fax 908 903- 3656 a -mall: surety@chubb.com Combined: FED-VIG-PI-WFIC-AAIC (rev. 11-19) N° 53-89 STATE OF CAUWCRNIA DEPARTMENT OF INSURANCE SIN FRANCM0 AMENDED Certificate of Authority Tms Is To CmnvT, That, pursuant to the Insurance Code of the State of Califorx4 Federal Insurance.Company of Indianapolis, Indiana , Organized wide, the laws of Indiana , subject to Vj Articles of Incorporation or other fundamental organizational documents, is hereby authorized to transact within this State, subject to all provisions of this Certificate, the following classes of insurance: FIRE, MARINE, SURETY, DISABILITY, PLATE GLASS, LIABILITY, WORKERS' COMPENSATION, COMMON CARRIER LIABILITY, 3OIL9R AND MACHINERY, BURGLARY, CREDIT, SPRINKLER, TEAM AND VEHICLE, AUTOMOBILE, AIRCRAFT and MISCELLANEOUS as such classes are now or may hereafter be dgrmed in the Insurance Lautt of the State of California. Tum Omunc&TE is expressly conditioned upon the holder hereof now and hereafter being % full compliance with all, and not in violation of any, of the applicable laws and lawful requirements marl; under authority of due laws of the State of California as long as such. laws or requirements are in e$ect and applicable, and as such 6,n and requirements now are, or may hereafter be changed or amended. IN WXTNsae Wit Mh'or, e&CN0e as of the l5rh day October 19 90, I have hereurdo set my band and caused my official seal to be ajhzed this 15 th day of October 1900 By NOTICEk QuaMmtirw wide the Sauetary of State must be accoepliabed as required by tho California Corporations Coda Promptly after Wuwce of t1h Certirmate of Authority. Failure to.do so will be a violation of Inc. Cade Sea 701 and will be grounds for revoking this Certificate of Authority pursuant to the owcoauts made is the application ihnefor and tho esmdidomr contained herein. I Q1 ai I y 0 C (D 72 W C� y � m N y d a E � c o e N C 19 U Cfi rn I i I i v v c c a1 E Q y V "z a 5 C N O C N V C r M ro it i I C i E w � I z 4i U V N O ro 0 N O O O 4 ¢ � ❑ a � 5 d ., d C) cn iv cr u � I N N C Y t a 5 z � ❑ fx n y a 4 ill q PIN (P T w s