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HomeMy WebLinkAboutC-8061-1 - M/RSA for Graffiti Abatement Services9 AMENDMENT NO. TWO TO ► MAINTENANCE/REPAIR SERVICES AGREEMENT V' WITH URBAN GRAFFITI ENTERPRISES, INC. FOR GRAFFITI ABATMENT SERVICES THIS AMENDMENT NO. TWO TO MAINTENANCE/REPAIR SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 9th day of February, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and URBAN GRAFFITI ENTERPRISES, INC., a California corporation ("Contractor"), whose address is P.O. Box 2383 Covina, California 91722, and is made with reference to the following: RECITALS A. On June 14, 2016, City and Contractor entered into a Maintenance/Repair Services Agreement ("Agreement") for maintenance and/or repair services for City ("Project"). B. On October 1, 2018, City and Contractor entered into Amendment No. One to the Agreement ("Amendment No. One") to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to March 31, 2022, to increase the total compensation, and to amend the Insurance section of the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2022, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be amended and replaced in its entirety, as of the date of this Amendment No. Two, with Exhibit A attached hereto and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be amended and replaced in its entirety, as of the date of this Agreement No. Two, with Exhibit B attached hereto and incorporated herein by reference ("Billing Rates"). Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "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 Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Six Hundred Eighty Four Thousand Four Hundred Eighty Dollars and 00/100 (684,480.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Two Hundred Ten Thousand Dollars and 00/100 ($210,000.00). 4. INSURANCE REQUIREMENTS Exhibit C to the Agreement shall be amended and replaced in its entirety, as of the date of this Amendment No. Two, with Exhibit C attached hereto and incorporated herein by reference. 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Urban Graffiti Enterprises, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY' OFFICE Date: By: orZ7 ATTEST: Date: ��C�yL���d��/L✓ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Brad v May CONTRACTOR: URBAN GRAFFITI ENTERPRISES, INC., a California corporation Date: Ty By: kua ei oso sident Date: /L%zd By: 61iria uiterrez Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Urban Graffiti Enterprises, Inc. Page 3 1 *A.1 NWIWI SCOPE OF SERVICES Urban Graffiti Enterprises, Inc. Page A-1 SCOPE OF SERVICES Graffiti Abatement Services 1) Contractor is required to attend training by the Orange County Sheriff's Department on how to utilize Tracking Automated and Graffiti Reporting System (TAGRS). 2) Contractor will monitor the City's graffiti hotline daily, take photos of the graffiti (before and after removal); upload the photos to TAGRS and input information regarding the size, location, description and cost of repair the same day the work is completed. The Utilities Manager or designee will then verify information and complete report. 3) Contractor will be responsible for supplying and paying for the communication device(s) and/or service(s) necessary to complete the uploading of the required information to TAGRS. 4) Contractor will be required to submit an activity report to the Utilities Manager, or designee. i) The activity report is a list including the location of the graffiti, type, date, and the number of hours that it took to complete the work. ii) The activity report will be submitted daily via email to the Utilities Manager or designee's office at (7:30 a.m.). At this time the City will provide the Contractor with additional work assignments, if necessary. iii) Invoices should be submitted on a weekly basis. 5) Contractor is required to respond by phone or email to initial requests for graffiti removal by City within one hour. 6) Contractor must be available for same day response, including after hours, weekends, and holidays. 7) Contractor is responsible for supplying all materials necessary to perform the services requested in this scope of work, including, but not limited to: paint, graffiti/adhesive remover and other cleaning supplies. 8) Contract will utilize appropriate method of covering or removing graffiti considering the particular surface and conditions such as painting, pressure washing, wet sandblasting and/or non -corrosive solvent removal (environmentally safe). 9) Where color -matching is specified, all paints used shall match existing colors to the satisfaction of the City. The Contractor shall receive no additional compensation to repaint in matching color. 10) Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Thursday and 7:00 a.m. to 3:30 p.m. on Fridays. 11) All correspondence shall be addressed to Utilities Manager, Utilities Department, City of Newport Beach, 949 West 16th Street, Newport Beach, California 92663. EXHIBIT B SCHEDULE OF BILLING RATES Urban Graffiti Enterprises, Inc. Page B-1 SCHEDULE OF BILLING RATES Monthly Service Pricing*: Paint (Quart) Cost per Month Paint (5 Gallon) All inclusive graffiti $8,180.00 abatement service $60.00 *Monthly service pricing rate is for the Services, and includes incidental service beyond the daily scheduled hours Monday through Friday, and any weekend/holiday emergency graffiti abatement. Extra Work pricing is for Extra Work, as determined by City in its sole and absolute discretion, that is extreme and beyond those contemplated by an included in the Monthly service pricing. Non -Emergency Weekend Pricing* (Includes services on both Saturday and Sunday) Cost Per Weekend All inclusive graffiti $1,270.00 abatement service Extra Work Pricing* Hourly Rate After Hours Rate' Minimum Hours Notice' Steam Cleaning $84.00 $120.00 4 4 Sandblasting $84.00 $120.00 4 4 Graffiti Removal $ 78.00 $108.00 4 4 Sticker Removal $48.00 $60.00 4 4 Other: $78.00 $108.00 4 4 Spray Paint (Can) Paint (Quart) Paint (1 Gallon) Paint (5 Gallon) Unit Prices $10.00 $5.00 $15.00 $60.00 1. After Hours Rate shall be anytime outside of the normal business hours of Monday —Friday, 7:00 am —4:30 pm. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the Manager. 3. Hourly rate shall include all materials, tools, insurances, vehicles, transportation, etc. necessary to do the Work requested in the Scope of Services. For larger projects requiring the use of additional paint, the unit prices for paint may be used along with the hourly rate. EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL 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. 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 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 Urban Graffiti Enterprises, Inc. Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. 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 and employees 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 and employees 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. ollowing: 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 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 Urban Graffiti Enterprises, Inc. Page C-2 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. 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. 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. Urban Graffiti Enterprises, Inc. Page C-3 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. Urban Graffiti Enterprises, Inc. Page C-4 AMENDMENT NO. ONE TO V MAINTENANCE/REPAIR SERVICES AGREEMENT WITH URBAN GRAFFITI ENTERPRISES, INC. FOR GRAFFITI ABATEMENT SERVICES THIS AMENDMENT NO. ONE TO MAINTENANCE/REPAIR SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 1st day of October, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and URBAN GRAFFITI ENTERPRISES, INC., a California corporation ("Contractor"), whose address is P.O. Box 2383, Covina, California 91722, and is made with reference to the following: RECITALS A. On June 14, 2016, City and Contractor entered into a Maintenance/Repair Services Agreement ("Agreement") for maintenance and/or repair services for City ("Project"). B. The parties desire to enter into this Amendment No. One to increase the total compensation due to increased costs associated with this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: COMPENSATION TO CONSULTANT Beginning on the Effective Date of Amendment No. One, Exhibit B to the Agreement shall be replaced in its entirety with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement, and Exhibit B to Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Four Hundred Seventy Four Thousand Four Hundred Eighty Dollars and 00/100 ($474,480.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Four Thousand Four Hundred Eighty Dollars and 00/100 ($24,480.00). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Urban Graffiti Enterprises, Inc. Amendment No. One Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO NEY'S OFFICE Date: By: iibfR/Vd=YA/l it/w_ \ p0,r:Aaron C. Harp""�9LO`a City Attorney ATTEST: z Date: J ✓ By: 46, 1, hm��_ Leilani I. Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a California municipal corporation Date: B. Grac .Leung City Manager CONSULTANT: and URBAN GRAFFITI ENTERPRISES, INC., a California corporation Signed in Counterpart A, Juan Reinoso President Date: Signed in Counterpart By Maria Gutierrez Treasurer/Secretary [END OF SIGNATURES] Exhibit B — Schedule of Billing Rates Urban Graffiti Enterprises, Inc. Amendment No. One Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR , VEY'§ OFFICE Date: zo 12,016 By: For:Aaron C. Harp uy u'st City Attorney CITY OF NEWPORT BEACH, a California municipal corporation By: Grace K. Leung City Manager ATTEST: CONSULTANT: and URBAN GRAFFITI Date: ENTERPRISES, INC., a California corporation Date: c9O By: By: Leilani I. Brown Rei noso City Clerk resident iaaau1cvaec1eiaiy [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Urban Graffiti Enterprises, Inc. Amendment No. One Page 3 EXHIBIT B SCHEDULE OF BILLING RATES Monthly Service Pricing*: Spray Paint (Can) Cost per Month Paint (1 Gallon) All inclusive graffiti abatement service $8180.00 *Monthly service pricing rate is for the Services, and includes incidental service beyond the daily scheduled hours and any weekend/holiday/emergency graffiti abatement. Extra Work pricing is for Extra Work, as determined by City in its sole and absolute discretion, that is extreme and beyond those contemplated by and included in the Monthly service pricing. Extra Work Pricing*: $15.00 Hourly Rate3 After Hours Rate' Minimum Hours Notice Steam Cleaning $84.00 $120.00 4 4 Sandblasting $84.00 $120.00 4 4 Graffiti Removal $78.00 $108.00 4 4 Sticker Removal $48.00 $60.00 4 4 Other: $78.00 $108.00 4 1 4 1. After Hours Rate shall be anytime outside of the normal business hours of Monday —Friday, 7:00 a.m. -4:30 p.m. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the City's Project Manager. 3. Hourly rate shall include all materials, tools, insurances, vehicles, transportation, etc. necessary to do the Work requested in the Scope of Services. For larger projects requiring the use of additional point, the unit prices for paint may be used along with the hourly rate. Urban Graffiti Enterprises, Inc. Amendment No. One Page B-1 Spray Paint (Can) Paint (Quart) Paint (1 Gallon) TPaint (5 Gallon) Unit Prices $10.00 $6.00 $15.00 1 $60.00 1. After Hours Rate shall be anytime outside of the normal business hours of Monday —Friday, 7:00 a.m. -4:30 p.m. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the City's Project Manager. 3. Hourly rate shall include all materials, tools, insurances, vehicles, transportation, etc. necessary to do the Work requested in the Scope of Services. For larger projects requiring the use of additional point, the unit prices for paint may be used along with the hourly rate. Urban Graffiti Enterprises, Inc. Amendment No. One Page B-1 Cca MAINTENANCE/REPAIR SERVICES AGREEMENT WITH URBAN GRAFFITI ENTERPRISES, INC. FOR GRAFFITI ABATEMENT SERVICES THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement') is made and entered into as of this 14th day of June, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Urban Graffiti Enterprises, Inc., a California corporation ("Contractor"), whose address is P.O. Box 2383 Covina, CA 91722, 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 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 June 14, 2021, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services' or "Work"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow community professional standards with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances, in performing the Work required hereunder, and that all materials will be of good quality. 2.2 Contractor shall perform all Work 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. 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. 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, 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 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 Ninety Thousand Dollars and 00/100 ($90,000.00) per year, without prior written amendment to the Agreement. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, shall not exceed Four Hundred Fifty Thousand Dollars and 00/100 ($450,000.00), without prior written amendment to the Agreement. 4.2 Upon the first July 15t following the first anniversary of the Effective Date and upon each July 1st thereafter, the billing rates set forth in Exhibit B ("Billing Rates") Urban Graffiti Enterprises, Inc. Page 2 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 weekly invoices to City describing the Work performed the preceding week. 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 on a monthly basis no later than thirty (30) calendar days after approval of the invoice(s) by City staff. 4.4 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, 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. 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 Maria Gutierrez 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 Urban Graffiti Enterprises, Inc. Page 3 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 Municipal Operations Department. City's Utilities Manager 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. Urban Graffiti Enterprises, Inc. Page 4 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, 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, 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. 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 Contractors Work on the Project and/or Services, 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (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 relate (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 or willful 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 Urban Graffiti Enterprises, Inc. Page 5 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. 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. Urban Graffiti Enterprises, Inc. Page 6 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 of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PREVAILING WAGES 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. 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. Urban Graffiti Enterprises, Inc. Page 7 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. 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. 18. 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. 19. 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. 20. 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. 21. 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 Urban Graffiti Enterprises, Inc. Page 8 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. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. 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. 24. NOTICES 24.1 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. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Utilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Urban Graffiti Enterprises, Inc. Page 9 Attn: Maria Gutierrez Urban Graffiti Enterprises, Inc. P.O. Box 2383 Covina CA 91722 25. CLAIMS 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. TERMINATION 26.1 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. 26.2 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. 27. LABOR 27.1 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.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Urban Graffiti Enterprises, Inc. Page 10 Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 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. 27.4 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. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 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. 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 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. Urban Graffiti Enterprises, Inc. Page 11 28.8 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. 28.9 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. 28.10 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. 28.11 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. 28.12 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] Urban Graffiti Enterprises, Inc. Page 12 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: By: cr Aaron C. Harp P"yy City Attorney ATTEST: Date: �0•I(a. ((� By: "u-2 I0— Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 1,0/ •/ Diane B. Dixon Mayor CONTRACTOR: Urban Graffiti Enterprises, Inc., a California corporation Date: Z ZC By: Jua,6 Reinoso President Date: By: Signed in Counterpart Maria Gutierrez Secretary/Treasurer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Urban Graffiti Enterprises, Inc. 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 FFICE Date: OS 9 S' /b By: dor Aaron C. Harp 5 City Attomey ATTEST: Date: Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Diane B. Dixon Mayor CONTRACTOR: Urban Graffiti Enterprises, Inc., a California corporation Date: Iuu.v"- By: Ju Reinoso President , J�J Date: /viz ��8d/lp By: Maria Outlerrez Secretary/Treasurer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Urban Graffiti Enterprises, Inc. Page 13 EXHIBIT SCOPE OF SERVICES Urban Graffiti Enterprises, Inc. Page A-1 SCOPE OF SERVICES Graffiti Abatement Services 1) Contractor is required to attend training by the Orange County Sheriff's Department on how to utilize Tracking Automated and Graffiti Reporting System (TAGRS). 2) Contractor will take photos of the graffiti (before and after removal); upload the photos to TAGRS and input information regarding the size, location, description and cost of repair the same day the work is completed. The Utilities Manager or designee will then verify information and complete report. 3) Contractor will be responsible for supplying and paying for the communication device(s) and/or service(s) necessary to complete the uploading of the required information to TAG RS. 4) Contractor will be required to submit an activity report to the Utilities Manager, or designee. i) The activity report is a list including the location of the graffiti, type, date, and the number of hours that it took to complete the work. ii) The activity report will be submitted daily in person to the Utilities Manager or designee's office at (7:30 a.m.). At this time the City will provide the Contractor with additional work assignments, if necessary. iii) Invoices should be submitted on a weekly basis. 5) Contractor is required to respond by phone or email to initial requests for graffiti removal by City within one hour. 6) Contractor must be available for same day response, including after hours, weekends, and holidays. 7) Contractor is responsible for supplying all materials necessary to perform the services requested in this scope of work, including, but not limited to: paint, graffiti/adhesive remover and other cleaning supplies. 8) Contract will utilize appropriate method of covering or removing graffiti considering the particular surface and conditions such as painting, pressure washing, wet sandblasting and/or non -corrosive solvent removal (environmentally safe). 9) Where color -matching is specified, all paints used shall match existing colors to the satisfaction of the City. The Contractor shall receive no additional compensation to repaint in matching color. 10) Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Thursday and 7:00 a.m. to 3:30 p.m. on Fridays. EXHIBIT B SCHEDULE OF BILLING RATES Urban Graffiti Enterprises, Inc. Page B-1 COST FILE Monthly Service Pricing*: Spray Paint (Can) Cost per Month Paint (1 Gallon) All inclusive graffiti abatement service $7,500.00 *Monthly service pricing rate is for the Services, and includes incidental service beyond the daily scheduled hours and any weekend/holiday emergency graffiti abatement. Extra Work pricing is for Extra Work, as determined by City in its sole and absolute discretion, that is extreme and beyond those contemplated by and included in the Monthly service pricing. Extra Work Pricing*: $15.00 Hourly Rate3 After Hours Rate' Minimum Hours NoticeZ Steam Cleaning $70.00 $100.00 4 4 Sandblasting $70.00 $100.00 4 4 Graffiti Removal $65.00 $90.00 4 4 Sticker Removal $40.00 $50.00 4 4 Other: $65.00 $90.00 4 4 1. After Hours Rate shall be any time outside of the normal business hours of Monday — Friday, 7:00 am —4:30 Pm. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the City's Project Manager. 3. Hourly rate shall include all materials, tools, insurances, vehicles, transportation, etc. necessary to do the Work requested in the Scope of Services. For larger projects requiring the use of additional paint the unit prices for paint may be used along with the hourly rate. Spray Paint (Can) Paint (Quart) Paint (1 Gallon) Paint (5 Gallon) Unit Prices $10.00 $6.00 $15.00 $60.00 1. After Hours Rate shall be any time outside of the normal business hours of Monday — Friday, 7:00 am —4:30 Pm. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the City's Project Manager. 3. Hourly rate shall include all materials, tools, insurances, vehicles, transportation, etc. necessary to do the Work requested in the Scope of Services. For larger projects requiring the use of additional paint the unit prices for paint may be used along with the hourly rate. EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL 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, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant 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 Urban Graffiti Enterprises, Inc. 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 Requirements. 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 Consultant 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 subconsultants. 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 Consultant 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 Urban Graffiti Enterprises, Inc. Page C-2 shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. B. City'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. 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. Urban Graffiti Enterprises, Inc. Page C-3 G. City Remedies for Non -Compliance If Contractor or any sub - consultant 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 Contractors 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 Contractors 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. Contractors 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. Urban Graffiti Enterprises, Inc. Page C-4 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 his t 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. (seal) 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 Urban Graffiti Enterprises, Inc. (seal) CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach.* Date Received: 2/9/16 Dept./Contact Received From: Joan Date Completed: 2/9/16 Sent to: Joan By: Chris/Alicia Company/Person required to have certificate: Urban Graffiti Enterprises Inc. Type of contract: All Other GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 1/10/16-1/10/17 A. INSURANCE COMPANY: Ohio Casualty Ins. Co. INSURANCE COMPANY: American Fire & Casualty B. AM BEST RATING (A-: VII or greater): A: XV B. 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? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) COMPLETED OPERATIONS ENDORSEMENT (completed (What is limits provided?) Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it Haulers only): included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be ❑ N/A ❑ Yes ® No included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): IZI N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 1/10/16-1/10/17 A. INSURANCE COMPANY: American Fire & Casualty 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 - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 1/1/16-1/1/17 A. INSURANCE COMPANY: State CompensationIns Fund B. AM BEST RATING (A-: VII or greater): N/A C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® NIA ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? A((lp�ppp��j'$roved: 4 6 2/9/16 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. URABN-1 OP ID: TM ,4` o�izo CERTIFICATE OF LIABILITY INSURANCE DAT01/28DIYYYY) 1 01/28/16 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 policy(ies) must 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 626-796-1313 CONTACT A.J. Longo & Associates 626.795-1313 Ca. Ins. License #0524739 253 N. Lake Avenue Pasadena, CA 91101 PHONE FAX 0. E aC No: E-MAIL ADDRESS: 01/10/16 Blake Longo INSURERS AFFORDING COVERAGE NAIC N INSURER A: Ohio Casualty Ins. Co. MED EXP (My one parson) $ 15,00 INSURED Urban Graffiti Enterprises, INSURER B: American Fire & Casualty 24066 InC. P.O. Box 2383 INSURERC:State Compensation InsFund GEN'L AGGREGATE POLICY Covina, CA 91722 INSURER D : NS IUE B NSURERRER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TR TYPE OF INSURANCE AODL SUB POLICY NUMBER M IM OIDYIYYYY MMIDDVI YYPY LIMITS A GENERAL LIABILITY X COMMERCIALGENERALLIABILITV CLAIMS -MADE FXIOCCUR X X BKO1756308004 01/10/16 01/10117 EACH OCCURRENCE $ 1,000,00 PREMISES Ea occu encs $ 500,00 MED EXP (My one parson) $ 15,00 PERSONAL &ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE POLICY LIMIT APPLIES PER LK PRO- El LOC JFCT PRODUCTS-COMP/OP AGG $ 2,000,00 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIREDAUTOS M NON -OWNED AUTOS BAA1756308004 01/10/16 01110/17 EOMBINEDaa ISINGLE LIMIT 11000,00 BODILY INJURY (Per Person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Peraccidenl UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED1 RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YF7 OFFICERIMEMBER EXCLUDED? Y (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA X 908429716 01/01/16 01/01/17 X WCSTATU- OTH- LIMrE E.L EACH ACCIDENT $ 1,000,00 E.L DISEASE - EA EMPLOYEE $ 1,000,00 E.L DISEASE -POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more speck is required) City of Newport Beach, its officers officials, emplo ees, and volunteers are named Additional Insured per corm CG2037 07/04 attached. General Liability Primary and Non -Contributory including Waiver of Subrogation applies perform CG8810 04/13 attached. Workers' Compensation Waiver of Subrogation applies per form 1-217 7/14 attached. CITYNEW City of Newport Beach Attn Joann Ackerman, Municipal Operations Department 100 Civic Center Dr. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 41