HomeMy WebLinkAboutC-7824-1 - On-Call M/RSA for On-Call Custom Sign Fabrication Services\ OUTDOOR
DIMENSIONS
Outdoor Dimensions, LLC
5325 E Hunter Ave.
Anaheim, CA, 92807
Phone: (714) 578-9555 1 Fax: (714) 693-5978
Email: ar@outdoordimensions.com
Web: www.outdoordimenslons.com
Contractors License #: 1042246
Quote QTO13237
Date: 2/19/2021
1 SN-RFB
2 REFURB SIGN #1
$2,540.00
$5,080.00
Est #: 16734
Two-sided sign. 2 Separate Sig
Height at blue stripes 22 1/2"
Height in center from bottom to top 32
1/2"
Length 84 1/2"
Posts need to be painted on-site as
they are mounted in concrete base (2
posts)
Signs are bolted onto posts
2 SN-RFB
1 REFURB SIGN #2
$2,440.00
$2,440.00
Est #: 16735
Height at end 21 1/2"
Height in center 32 1/2"
Length 60"
Posts need to be painted on-site as
they are mounted in concrete base
3 IN -GEN
1 PICKUP
$1,050.00
$1,050.00
Pick up signs at locations and bring
back to OD
4 IN -GEN
1 INSTALLATION
$1,755.00
$1,755.00
Re -install signs back at location
"PREVAILING WAGES"*
Prices are valid for 45 days from the date of this contract Sales Total: $10,325.00
Initial By:
Date: Deposit: Tax Total: $582.80
The above Items are required 0 working production days.
The above prices do not include permits or permitting labor/fees unless noted Total Due: $10,907.80
Page: 1 of 1
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Outdoor Dimensions LLC
5325 E. Hunter Ave.
Anaheim, CA 92807 B I D
(714) 578-9555 Fax (714) 693-9578
Bill To:
CITY OF NEWPORT BEACH
ATTN: ACCOUNTS PAYABLE
100 CIVIC CENTER DR BAY
NEWPORT BEACH CA 926
Quote Q112129
Project:
CASTAWAYS PARK
700 DOVER DRIVE
NEWPORT BEACH
Date 4/23/2020
Page: 1
P.O No.
Customer ID
Salesperson
Ship Method
Terms
Master No.
CITYNB
DANIELLE P
BEST WAY
NET 30
38,248
Item No. Quantity Description Unit Price Ext. Price
1 2SGN 26 SIGN $155.00 $4,030.00
41/2"HX12"W
HPL (High Pressure Laminate)
2 2ACG 1 ARTWORK/SIGN REFURBISHMENT $1,927.00 $1,927.00
Based on approximately 20 1/2 hours
3 31NS 1 INSTALLATION $5,073.00 $5,073.00
Remove current signs
Install new signs at project location
PREVAILING WAGES
Prices are valid for 45 days from the date of this contract
Initial By: Sales Total $11,030.00
Date: Deposit: Tax $461.67
The above items are required (35) working production days.
The above prices do not include permits or permitting labor/fees unless noted Total Due $11,491.67
ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH OUTDOOR DIMENSIONS LLC FOR
ON-CALL CUSTOM SIGN FABRICATION SERVICES
THIS ON-CALL
("Agreement') is made and
MAINTENANCE/REPAIR
entered into as of this 5th
Date"), by and between the CITY OF NEWPORT
corporation and charter city ("City"), and OUTDOOR
limited liability company ("Contractor"), whose address
CA 92807, and is made with reference to the following:
SERVICES AGREEMENT
day of February, 2020 ("Effective
BEACH, a California municipal
DIMENSIONS LLC, a Delaware
is 5325 E Hunter Ave Anaheim,
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:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on March 1, 2023, unless terminated earlier as set forth herein.
2. SCOPE OF WORK
2.1 Contractor shall provide all tangible items and perform all the services
described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants 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 under reasonably competent practitioners of
the same discipline under similar circumstances and that all materials will be of good
quality.
2.2 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
2.3 In consideration of the payment of the purchase price and subject to all the
terms and conditions hereof, Contractor shall: Manufacture, purchase and install, and
provide various types of signs and signage located at various City facilities, (hereinafter
referred to as "Products'), as listed and set forth in the Scope of Work attached hereto as
Exhibit "A" and incorporated in full by this reference.
3. SERVICES TO BE PERFORMED
3.1 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:
3.1.1 A detailed description of the Services to be provided;
3.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and 3.1.3 The estimated number of hours and cost to complete the Services;
3.1.4 The time needed to finish the specific project.
3.2 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.
4. TIME OF PERFORMANCE
4.1 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.
4.2 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
Outdoor Dimensions LLC Page 2
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.
4.3 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.
4.4 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.
5. COMPENSATION TO CONTRACTOR
5.1 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 One Hundred Twenty Thousand Dollars and
00/100 ($120,000.00), without prior written amendment to the Agreement.
5.2 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.
5.3 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.
5.4 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.
5.5 Contractor shall provide City with a minimum fourteen (14) days' notice of
its dates of installation to enable the City to prepare the installation sites for the Products
in accordance with the instructions of Contractor. The City shall complete site preparation
prior to the date of installation of the Products, and the site shall thereafter be available
Outdoor Dimensions LLC Page 3
for inspection and approval. All costs and expenses related to the site preparation shall
be at the sole expense of City
6. PROJECT MANAGER
6.1 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 Danielle Purcell to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
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.
6.2 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.
7. ADMINISTRATION
This Agreement will be administered by the Public Works. City's Facilities
Maintenance Supervisor 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.
8. 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.
9. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
9.1 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.
9.2 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,
Outdoor Dimensions LLC Page 4
Contractor certifies that the Work conforms to the requirements of this Agreement, all
applicable federal, state and local laws and legally recognized professional standards.
9.3 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.
9.4 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,
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.
10. RESPONSIBILITY FOR DAMAGES OR INJURY
10.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services 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 and/or Services by Contractor, or its subcontractors, or its
workers, or anyone employed by either of them, unless caused by the City's negligent
acts, omissions, or willful misconduct.
10.2 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 to the extent arising from the negligent acts, omissions,
or willful misconduct of the Contractor' or any subcontractor or supplier selected by the
Contractor.
10.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council. Boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against: (1) 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, liability, 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 relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, and
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
Outdoor Dimensions LLC Page 5
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); (2) use of improper materials in performing this
Project including, without limitation, defects in workmanship or materials and/or design
defects; and/or (3) any and all claims asserted by Contractor's subcontractors or suppliers
on the Project, and shall include reasonable attorneys' fees and all other costs incurred
in defending any such claim. Contractor's liability in this Subsection shall be limited to the
maximum amount of its insurance coverage for claims arising out non -negligent and non-
intentional acts performed under this Agreement. Contractor shall not be held responsible
for consequential or special damages, or claims made to City for such consequential or
special damages. Nothing herein shall require Contractor to indemnify City from the
negligence or willful misconduct of City, its officers or employees.
10.4 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.
10.5 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.
10.6 Contractor shall perform all Project 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 perform work as specified in Exhibit "A" to limit impacts to traffic during
the system installation period. Contractor shall be liable for any private or public property
damaged during the performance of the Project work.
10.7 Contractor shall provide traffic control and access in accordance with
Section 7-10 of the State Standard Specifications and the latest edition of the Work Area
Traffic Control Handbook (WATCH), as published by Building News, Inc.
10.8 Traffic control and detours shall at a minimum meet the following
requirements:
10.8.1 Emergency vehicle access shall be maintained at all times.
10.8.2 The locations and wordings of all barricades, signs, delineators,
lights, warning devices, parking restrictions, and any other required details shall ensure
that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum
of inconvenience to the public.
Outdoor Dimensions LLC Page 6
lighted. 10.8.3 All advanced warning sign installations shall be reflectorized and/or
10.8.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday
through Thursday), except as authorized by the Project Administrator.
10.8.5 "STOP AHEAD" and "STOP" signs shall be furnished by the
Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area
Signs," of the State Standard Specifications except that the base material for the signs
shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed
for each direction of traffic. Locations of the signs shall be per the WATCH manual.
10.9 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 10.3 above.
10.10 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
11. 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.
12. 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.
13. 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.
Outdoor Dimensions LLC Page 7
14. 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.
15. 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 orfor other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
16. BONDING
16.1 For any Letter Proposal accepted by City of over Twenty Five Thousand
Dollars and 00/100 ($25,000.00), 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 any Letter Proposal accepted by City of over Twenty Five Thousand Dollars
and 00/100 ($25,000.00), 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
any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100
($25,000.00), and in the form attached hereto as Exhibit E which is incorporated herein
by this reference.
16.2 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.
16.3 Contractor shall deliver, concurrently with City's approval of any Letter
Proposal over Twenty Five Thousand Dollars and 00/100 ($25,000.00), 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.
17. PREVAILING WAGES
17.1 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
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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.
17.2 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
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.
18. 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.
19. 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.
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20. 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 parry. Contractor shall, at Contractor's expense, provide such Documents to City
upon prior written request.
21. 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.
22. 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.
23. 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.
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project
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25. CONFLICTS OF INTEREST
25.1 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
seg, 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.
25.2 If subject to the Act and/or Government Code §§ 1090 et seg., 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.
26. NOTICES
26.1 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,
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.
26.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Facilities Maintenance Supervisor
Public Works
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Danielle Purcell
Outdoor Dimensions LLC
5325 E Hunter Ave
Anaheim, CA 92807
27. CLAIMS
27.1 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
Outdoor Dimensions LLC Page 11
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.).
27.2 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.).
28. TERMINATION
28.1 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,
, and
thereafter diligently take steps to cure the default, the non -defaulting
specifying the nature of such default and the steps necessary to cure such defaultparty may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28.2 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.
29. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiar with the local conditions under which the
work is to be performed, and has taken into consideration these factors in submitting its
Project proposal and Scope of Work.
Outdoor Dimensions LLC Page 12
30. WARRANTY
30.1 Contractor warrants to City that all Products to be delivered hereunder will be
free from defects in material or workmanship and will be of the kind and quality designated
or specked by Contractor in Exhibit "A". The warranty shall apply only to defects appearing
within two years from the date of final acceptance by City for hardware products not
manufactured by the Contractor, and two years from the date of final acceptance by City for
hardware products manufactured by Contractor. If Contractor installs the Products and
associated hardware and materials, or supplies technical directions of installation by
Agreement, the warranty period shall run from the date of final acceptance of installation by
City, provided same is not unreasonably delayed by City.
30.2 If Contractor -manufactured equipment delivered hereunder does not meet the
above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon
correct any defect, including non-conformance with the specifications, either (at its option)
by repairing any defective or damaged parts of the equipment, or by making available any
necessary replacement parts, delivered and installed without additional charge to City within
seven (7) working days. City will return the defective product to Contractor, at Contractor's
expense. Contractor shall repair or replace the defective item and return it to City, shipping
costs prepaid. Contractor shall perform any necessary testing, hardware and equipment
removal, repair, replacement, certification, and installation at no cost to the City during the
warranty period, using Contractor's equipment.
30.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether
written, oral, implied or statutory. Contractor does not warrant any equipment of other
manufacture designated by City.
31. REPRESENTATIONS
31.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
31.2 Authori . Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
31.3 No Other Representations Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
Outdoor Dimensions LLC Page 13
32. CONFIDENTIAL INFORMATION.
32.1 Confidential Information. In the performance of this Agreement or in
contemplation thereof, the parties and their respective employees and agents may have
access to private or confidential information owned or controlled by the other party and such
information may contain proprietary details and disclosures. All information and data
identified in writing as proprietary or confidential by either party ("Confidential Information")
and so acquired by the other parry or its employees or agents under this Agreement or in
contemplation thereof shall be and shall remain the disclosing party's exclusive property.
The recipient of Confidential Information shall use all reasonable efforts (which in any event
shall not be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and agents
keep, any and all Confidential Information confidential, and shall not copy, or publish or
disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose
it to others, without the disclosing party's written approval; nor shall the recipient make use
of the Confidential Information except for the purposes of executing its obligations
hereunder, and (except as provided for herein) shall return the Confidential Information and
data to the first party at its request. The City's duty to maintain confidentiality as described
hereunder shall be subject to the laws of the State of California.
32.2 Excluded Information. The foregoing conditions will not apply to information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
32.3 Right to Injunctive Relief. Because of the unique nature of the Confidential
Information, the parties agree that each party may suffer irreparable harm in the event
that the other party fails to comply with any of its obligations under this Section, and that
monetary damages may be inadequate to compensate either party for such breach.
Accordingly, the parties agree that either party will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms
of this Section
33. LABOR
33.1 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.).
33.2 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.
33.3 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.
Outdoor Dimensions LLC Page 14
33.4 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.
34. STANDARD PROVISIONS
34.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
34.2 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.
34.3 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.
34.4 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.
34.5 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.
34.6 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.
34.7 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.
34.8 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.
34.9 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
Outdoor Dimensions LLC Page 15
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
34.10 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.
34.11 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.
34.12 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]
Outdoor Dimensions LLC Page 16
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTO NEY'S OFFICE
Date: �T.�7 Q
By:(2it" J urs"
dor % Aaron C. Harp o u,
City Attorney b\.3
ATTEST:
Date: 9 Aac
r �
BrownWY
Leilani 1.
City Clerk _
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 2-I 2-- ZDZD
By:
Gr K. Leung
Manager
CONTRACTOR: Outdoor Dimensions
LLC, a Delaware limited liability company
Date: / /s, /a
By: Outdoor Dimensions Holding Co., LLC
Its Managing Member
C
Andrew Thompson
Managing Member
[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
Outdoor Dimensions LLC Page 17
EXHIBIT
SCOPE OF SERVICES
Outdoor Dimensions LLC Page A-1
SCOPE OF SERVICES
CUSTOM SIGNS & SUPPLIES
I. SIGN ORDERS
a. Contractor shall manufacture, purchase and install, and provide various types of signs
and signage located at various City of Newport Beach facilities, including, but not limited
to: The Civic Center, municipal yards, parks and other City -owned facilities.
b. The City will order signs as and when required during the period of the Agreement.
c. Layouts for all signs are the responsibility of the Contractor subject to the approval of the
City.
d. Detail drawings of prototype signs will be furnished from the Contractor by the City upon
request.
e. All signs shall include a Premium Graffiti Overlay and shall be included in unit pricing.
f. All signs ordered by the City shall be installed by the Contractor in their designated
location, unless otherwise noted by the Project Administrator.
g. Contractor shall protect in place any existing improvements (i.e. landscaping, structures,
etc.) during installation.
In All signs not specifically covered in the Proposal will be priced and ordered in the
following manner:
i. The City will furnish the Contractor with the following data:
1.
Background Color
2.
Letter Size
3.
Letter Type
4.
Letter Color
5.
Approximate Size of Sign
6.
Sign Number
7.
Sketch, when necessary
ii. The Contractor shall promptly make the layout for the sign and furnish the City
with a Letter Proposal detailing all items requested by the City.
IL REPAIR
General cleaning and repair of signs will be required on an as -needed basis, and may
include:
i. Painting, including restoration, touch up, sanding, and clearcoat.
b. Removal of signs may also be requested on an as -needed basis.
III. DELIVERY
a. All signs covered by these specifications shall be delivered when and as requested to the
Public Works Department, Corporation Yard 592 Superior Ave. between the hours of
7:00 a.m. — 3:30 p.m. Monday — Thursday.
b. Satisfactory service for normal orders will be considered as fourteen (14) calendar days
or less from date of receipt of the order by the Contractor.
c. For special circumstances, and in the instance of what constitutes "expedited" services,
the Contractor will supply finished signs in limited quantities within two (2) business days
as requested by the City.
d. Delivery or pick-up of signs is to be coordinated with the Public Works Department at
(949)644-3055.
e. Contractor shall replace without cost to the City any sign delivered under this Contract,
which does not meet specifications.
EXAMPLES OF SIGNS
Below you will find examples of wooden park signs located in various parks around the City. The
various sizes of wood signs as listed in the billing rates refer to signs of similar design as the
below. Any signs differing in design shall be subject to pricing via a Letter Proposal.
13
a
EXHIBIT B
SCHEDULE OF BILLING RATES
Outdoor Dimensions LLC Page B-1
BILLING RATES
A. Wooden Signs
Note: Cost for items under this table shall include all costs to manufacture and produce wooden signs per
the size listed below. Each sign will be of similar detail and look as the examples shown in Exhibit A. For
any signs differing from this criteria, Contractor shall produce a written letter proposal. Delivery and
installation services shall be outlined separately in the Services table and shall not be included in the rate
for the wooden sign.
Item
2'9" x 6' Wood Sign
Unit of Measure
Each
Rate
$4,315.00
3'9" x 6'9" Wood Sign
Each
$5,188.00
5'8" x 10'4" Wood Sign
Each
$7,654.00
3'6" x 8' Wood Sign
Each
$5,490.00
Tx 5' Wood Sign
Each
$4,216.00
B. Services
Item
Sign Design
Unit of Measure
Per Hour
Rate
Included
Sign Refurbishment
Per Hour
$95.00 per worker
Sign Repair
Per Hour
$95.00 per worker
Delivery Charge
Per Delivery
$65.00
Sign Installation
Per Installation
$295.00 - $585.00
depending on size of
sign in above table
Any service or sign not explicitly stated in the Schedule of Billing Rates shall be subject to a written letter
proposal produced by the Contractor and approved by the Project Administrator.
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIRMANITORIAL SERVICES
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 Agreement, 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, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees
and any person or entity owning or otherwise in legal control of the
property upon which Contractor performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, 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 one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, 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).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
Outdoor Dimensions LLC Page C-1
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Agreement, 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 each accident.
4. Other Insurance Reguirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement 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 from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
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. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
Outdoor Dimensions LLC Page C-2
kept on file with City at all times during the term of this Agreement. 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 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. Ci 's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) 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 Agreement 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 Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes 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 insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
Outdoor Dimensions LLC Page C-3
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
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
Agreement, 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 Agreement, 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.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Outdoor Dimensions LLC Page C-4
EXHIBIT D
CITY OF NEWPORT BEACH
BOND NO.
LABOR AND MATERIALS PAYMENT BOND
WHEREAS, the City of Newport Beach, State of California, has awarded to
hereinafter designated as the "Principal," an agreement for
maintenance and/or repair services, 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,
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 Dollars (
lawful money of the United States of America, said sum being equal to 100% of the
amount of any Letter Proposal accepted by City of over Twenty Five Thousand Dollars
and 00/100 ($25,000.00), 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
Outdoor Dimensions LLC Page D-1
required by and in accordance with the provisions of Sections 9500 et seq. of the Civil
Code of the State of California.
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 day of , 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
Aaron C. Harp
City Attorney
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE
ATTACHED
Outdoor Dimensions LLC 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 before me,
Notary Public, personally appeared
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 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)
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 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)
Outdoor Dimensions LLC Page D-3
EXHIBIT E
CITY OF NEWPORT BEACH
BOND NO.
FAITHFUL PERFORMANCE BOND
The premium charges on this Bond is $
rate of $
, being at the
thousand of the Agreement price.
WHEREAS, the City of Newport Beach, State of California, has awarded to
hereinafter designated as the "Principal," an agreement for
maintenance and/or repair services 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
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
money of the United States of America, said sum being equal to 100% of the amount of
any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100
($25,000.00), 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
Outdoor Dimensions LLC 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 day of 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
M
Aaron C. Harp
City Attorney
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF
CONTRACTOR AND SURETY MUST BE ATTACHED
Outdoor Dimensions LLC 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 before me,
Notary Public, personally appeared
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 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
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
On
J ss.
20 before me
(seal)
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)
Outdoor Dimensions LLC Page E-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 1/29/2020 Dept./Contact Received From: Shelby Morgan
Department: Public Works Sent to: Marissa By: Shelby
Company/Person required to have certificate: Outdoor Dimensions
Type of contract: On -Call Maintenance & Repair
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 9/15/2019-9/15/2020
A.
INSURANCE COMPANY: General Casualty Company of Wisconsin NAIC#24414
B.
AM BEST RATING (A-: VII or greater): A : XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
❑✓ Yes
❑ No
D.
LIMITS (Must be $1M or greater): What is limit provided?
$1M occur / $2M agg
E.
ADDITIONAL INSURED ENDORSEMENT—please attach
❑✓ Yes
❑ No
F.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
PRIMARY & NON-CONTRIBUTORY WORDING
its officers, officials, employees and volunteers): Is it
ENDORSEMENT -please attach
Q Yes
❑ No
included?
0 Yes
❑ No
G.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
ADDITIONAL INSURED ENDORSEMENT— please attach
QYes
❑ No
included): Is it included?
Z Yes
❑ No
H.
PRODUCTS AND COMPLETED OPERATIONS (Must
officers, officials, employees and volunteers): Is it included?
✓❑Yes
❑ No
include):. Is it included? (completed Operations status does
SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM: QN/A
❑Yes
❑ No
not apply to Waste Haulers or Recreation)
❑ N/A 0 Yes
❑ No
It. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 9/15/2019-9/15/2020
A.
INSURANCE COMPANY: General Casualty Company of Wisconsin NAIC#24414
B.
AM BEST RATING (A-: VII or greater) A: XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
0 Yes
❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $1M
E.
PRIMARY & NON-CONTRIBUTORY WORDING
ENDORSEMENT -please attach
Q Yes
❑ No
F.
HIRED AND NON -OWNED AUTO ONLY: ❑ N/A
❑ Yes
0 No
G.
ADDITIONAL INSURED ENDORSEMENT— please attach
QYes
❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City its
officers, officials, employees and volunteers): Is it included?
✓❑Yes
❑ No
I.
SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM: QN/A
❑Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 9/15/2019-9115/2020
A. INSURANCE COMPANY: General Casualty Company of Wisconsin NAIC#24414
B. AM BEST RATING (A-: VII or greater): A: XV
C, ADMITTED Company (Must be California Admitted): ❑✓ Yes [—]No
D. WORKERS' COMPENSATION LIMIT: Statutory ❑✓ Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
ADDITIONAL COVERAGES THAT MAYBE REQUIRED
❑ PROFESSIONAL LIABILITY
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
❑ POLLUTION LIABILITY
Auto Liability - coverage for ANY autos
Approved:
Risk Manage
2/10/2020
Date
$1M
❑d Yes ❑ No
❑✓ N/A ❑ Yes ❑ No
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
❑
BUILDER'S RISK
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
EFFECTIVE/EXPIRATION DATE:
A. INSURANCE COMPANY:
Auto Liability - coverage for ANY autos
Approved:
Risk Manage
2/10/2020
Date
$1M
❑d Yes ❑ No
❑✓ N/A ❑ Yes ❑ No