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HomeMy WebLinkAboutItem No. 03 Amend. No. 3 CSA On-Call Svs Hemet Fence Corp.City Council Agenda Report City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 21-060 Agenda Date: 2/23/2021 Status: Approval FinalVersion: 1 File Type: Council Consent Calendar In Control: City Council / Successor Agency Agenda Number: 3) Amendment No. 3 to Hemet Fence Corporation Agreement - FY2020-2021 Authorize the City Manager to execute Amendment No. 3 to the Agreement with Hemet Fence Corporation and increase compensation by and additional $89,800 for a total amount not to exceed amount of $119,800 for FY2020/2021. Authorize the City Manager to execute the Agreement in such final form as approved by the City Attorney. Page 1 City of Lake Elsinore Printed on 2/18/2021 REPORT TO CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Grant Yates, City Manager Prepared By: Rick De Santiago, Public Works Manager Date: February 23, 2021 Subject: Amendment No. 3 to Hemet Fence Corporation Agreement - FY2020-2021 Recommendation Authorize the City Manager to execute Amendment No. 3 to the Agreement with Hemet Fence Corporation and increase compensation by an additional $89,800 for a total amount not to exceed the amount of $119,800 for FY2020/2021. Authorize the City Manager to execute the Agreement in such final form as approved by the City Attorney. Background The City entered into an agreement with Hemet Fence Corporation for Citywide Fence Services on July 1, 2019, for a contract amount of $30,000. Amendment No. 1 dated November 12, 2019, amended the contract to cover additional fencing projects required at Canyon Hills Community Park, and amended the scope of the contract to include the CIP Citywide Park Upgrades at Creekside Park and Rosetta Canyon Community Park. Creekside Park project is to remove and replace damaged chain link fence around tennis courts. Rosetta Canyon Sports Park project adds lodge pole fencing to the sports park's side parking lot to inhibit parking in undesignated areas. The total contract amount of Amendment No. 1 was $96,800. Amendment No. 2 dated July 2, 2020, extended the term of the contract for an additional 12-months and reduced compensation to $30,000. Hemet has completed several projects this fiscal year on behalf of the City. They have proven to be a reliable contractor in providing on-call contractor services for unexpected work performed at short notice. The following are a list of completed projects:  Install Electrical Gate & Keypad – The Anchor  Installation of Gates - Christensen Park  Install Fencing - Christensen Park  Installation of Gates - Launch Pointe  Emergency Repairs to Wireless Keypads - Launch Pointe  Installation of bollards and repair of dog park gate - Canyon Hills Park  Installation and replacement of missing fence panels in habitat area - Canyon Hills Park  Installation of chain link gate - McVicker Park Amendment No. 3 – Hemet Fence Corp February 23, 2021 Page 2 Discussion Staff has identified the following projects that need to be completed this fiscal year. Hemet Fence will perform these projects as they are already in contract with the City. The following are a list of planned projects:  Launch Pointe – Install and replace fencing on perimeter of City-owned property  Launch Pointe – Maintenance gate  Canyon Hills Park - Habitat fence repair  Swick & Matich - Fence repair  Railroad Canyon - Fence repair  Creekside Park - Handrail repair Fiscal Impact Funds are available in the Public Works FY2020-2021 Operating Budget. Exhibits Hemet Fence Corporation – Exhibit A - Amendment No. 3 Hemet Fence Corporation – Exhibit B – Proposal Hemet Fence Corporation – Exhibit C - Amendment No. 2 Hemet Fence Corporation – Exhibit D – Amendment No. 1 Hemet Fence Corporation – Exhibit E – Original Agreement AMENDMENT NO. 3 TO AGREEMENT FOR CONTRACTOR SERVICES (ON-CALL) Hemet Fence Corp. Citywide Fencing Services This Amendment No. 3 to Agreement for Contractor Services (“Amendment No. 3”) is made and entered into as of February 23, 2021, by and between the City of Lake Elsinore, a municipal corporation (“City), and Hemet Fence Corporation, a California Corporation (“Contractor”). RECITALS A. The City and Contractor have entered into that certain Agreement for Contractor Services dated as of July 1, 2019 (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Contractor in an amount not to exceed Thirty Thousand dollars ($30,000) for Fiscal Year 2019/2020. C. The term of the Original Agreement was to commence work upon execution of the agreement and continue until the services and related work are completed. D. Amendment No. 1 dated November 12, 2019, increased the compensation of the contract to $96,500 and amended the ‘Scope of Service’ to include Canyon Hill Park Upgrades CIP # Z40024 and Citywide Park Upgrades at Creekside Park and Rosetta Community Park CIP# Z40023. D. Amendment No. 2 dated July 2, 2020 reduce compensation to $30,000 and extended the term of the contract for an additional 12-months as allowed for in the Original Agreement. E. The parties now desire increase compensation of the contract an additional $89,800 for a not to exceed amount of $119,800 for FY20-21. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Contractor agree as follows: 1. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A to the Original Agreement) and Amendment No. 3. In no event shall Contractor’s compensation related to Contractor’s Proposal, Exhibit A in Original Agreement and Amendment No. 3, exceed One Hundred Nineteen Thousand Eight Hundred Dollars ($119,800) for Fiscal Year 2020-2021 without additional written authorization from the City Council. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Jason Simpson, City Manager Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney “CONTRACTOR” HEMET FENCE CORP., a California corporation By: Cindy Martin Its: _______________________ Attachments: Exhibit A – Original Agreement EXHIBIT B EXHIBIT B ORIGINAL AGREEMENT [ATTACHED] Aqf,,YRESS 20959 J uniper Flats Rd. HomelaInd, CA 92548 hemetfe' nce@yahoo.com P.O. Bow 619 Homelarld, CA 92548 Fully lnszjred and Bonded NAME ADDRESS CITY HOME PHONE CELL PHON JOB ADDREESS C.IS WOOD FENCE - CHAIN LINK - ORNAMENTAL IRON VIM L - PVC ZIP WORK PHONE EMAIL CITY ,41X .2I1J1 10 —� S�k6 FOOTAGE Terminal Line Post Top Rail Wire Gauge Points Up Knuckles Up Fence Style Post Type Board Type Rails Board Space Color Style 1 Post Size Rail Size Picket Size Picket Space Color VISA I OFFICE (951) 926-8148 ""—�t�'' FAX (951) 926-1398 ® PROPOSAL/CONTRACT DATE- DESCRIPTION HEIGHT CHAINLINK Barbwire 7 Bias �- Wire Inside C�+LiS W're 0L,: ide Color / —, VINYL/ WOOD FENCE IRON FENCE GATES Wall,. Gate Double Gate Single Drive Any change dur no installat on of lob subject to price change Depth rrf posts accord-ng to ground :::r :it c-s Slide Gates Hemet Fence Co. does not assume responsibility for damage to water lines, sprinkler lines. electrical wires unless posted, staked out, or shown to the crew during the actual erection at the job site. Frame Size -- -- -- _ — — — -- _ Gate Post SPECIAL_ INSTRUCTIONS TOTAL DUE ON --] COMPLETION _ ADO O�SS 25959 0 uniper Flats Rd. Homela1-id, CA 92548 hemetfe!!�nce(@yahoo.corn P.O. Bow 619 Homelavld, CA 92548 Fully /ns7zired and Bonded NAME IL - ADDRESS CITY HOME PHONE CELL PHONE JOB ADDRESS C/S 1�OOD FENCE • CHAIN LINK e ORN.INIENTAL IRON VINYL • PVC ZIP WORK PHONE EMAIL CITY i v . FOOTAGE TISA OFFICE (951) 926-8148 FAX (951) 926-1398 0 PROPOSAL/CONTRACT UA I t: DESCRIPTION HEIGHT Terminal ire Line Post 7Bias Top Rail nside Wire Gauge Wire Outside Points Up Color Knuckles Up I VINYL / WOOD FENCE I Fence Style Post Type - Board Type Rails Board Spac Color Style Post S¢e Rail Size Picket Size Picket Spa... Color IRON FENCE GATES Walk Gate Double Gate Single Drive Any change dur,rg nstallation of job subject to price change Depth of posts according to ground condit :ns Slide Gates �(] Hemet Fence Co. does not assume responsibility for damage to water lines, sprinkler lines, electrical wires unless posted, staked out, or shown to the crew during the actual erection at the job site Frame Size r x Gate Post SPECIAL I�ISTRUCTIONS: TOTAL L DUE ON ADDRESS 2593slnlper Flats � �OFFICE (951I 926-8148VIS J Rd. FAX (951) 926-1398 Homelar id. CA 92548 hemetfe--flce@yahoo.com PROPOSAUCONTRACT P.O. Bow 619 Homelatld, CA 92548 WOOD FENCE • CHAIN LINK • ORNAMENTAL IRON Fully Ins�redand Bonded VINYL • PVC LfC. 9 1000432 DATE. �� � �.•� NZE _I 4LA-^ FOOTAGE DESCRIPTION HEIGHT ADDRESS CITY ZIP R f HOME PHONE WORK PHONE TT CELL PHONE EMAIL JOB ADDR ESS CITY C/S CHAINLINK Terminal Barbwire Line Post Bias Wire Inside Top Rail Wire Gauge Wire Outside Points Up Color Knuckles Up VINYL / WOOD FENCE Fence Style Post Type Board Type Rails Board Space Color _ IRON FENCE Style Past Size Rail Size Picket Size Picket Spa( ke Color GATES Walk Gate® Double Gate Single Cri,.p Any chai,ge--furmq Ins Icn of iob subject to price r.hanya Depth of posts arcording to ground conditions Slide Gates _ }f•:rferi Yrrrr• .� . ..... —P rrnnontibility r. .. -FlOwr} in th') � � �,,.. ;ne to wntor ihus, iprinkiffr liiw:. •rlrr•.Inral IN' fjaf Preutw* ar Ihu Iuo xiltl. w1 ////''-- - 5 '� -•'" / .-c$.z eA-r `+?% r� Z d Gate Post Z� 46 SFE;IAL- INSTRUCTIONS TnTAL DUE ON _ — COMPLETION 1 - i -s I I' ADDR5SS " � OFFICE 926 -8143 V1SA ()25951joun:Per Flats Rd. Hometa xld, CA 92548 '�- FAX (951) 926-1398 hemetfenC&??yahoo.com CJ PROPOSAUCONTRACT P.O. Bo,-.x 619 Homelaifld :,A 92548 WOOD FENCE • CHAIN LINK • ORNAMENTAL IRON Fully Insured and Bonded VINYL • PVC ESTIMATOR: Lie. 4 i 00U,1 2 DATE: NAME rse FOOTAGE DESCRIPTION HEIGHT ADDRESS ^ CITY ZIP HOME PH43NE WORK PHONE w CELL PH(7NF EMAIL JOB ADDFBESS ^ it y CITY ^� CHAINLINK °' [ �,`` i.�•�j,a.�� �� Terminal - Barbwire Line Post Bias Top Rail Wire Inside tC Wire Gauge Wire Outside Points Up Color Knuckles Up tA VINYL / WOOD FENCE Fence Style Post Type Board Type Rails ��� Board Space - —T Color —IRON FENCE Style tea} u Post Size T Rail Size Picket Size — — Picket Soacf Color GATES Walk Gate Dourlle :gate - Single Dm.a Any c arge nci imtallaricn of Inb st,blect rr, price change Ouioth of posts according ro ground conditions Slide Gate- Hemet Fr a does ,..• assume rasnon.sibility for darringea to water lino•:, sprinkler lines, nleectrical wires ler shown to hte crew daring the actual emotion at the job site r1;31`11ei< r 11t- PC , - — — SPECIAI INSTFa!JC'I;"JnJ.`.; TOTAL DUE ON �Q COMPLETION ��•-t... A HME-SS 25959 J unlper Flats Rd Homelalnd CA 92548 hemetfence®yahoo.com P.O. Bow 619 Homeland, CA 92548 Fully Insured and Bonded NAME r ADDRESS CITY HOME PHONE WOOD FENCE • CHAIN LINK ORNAMENTAL IRON VINYL - PVC Llc, 4 1000432 FOOTAG E ZIP WORK PHONE CELL PHONE EMAIL JOB ADDFZESS CITY s VISA • OFFICE (951) 926-8148 FAX (951) 926-1398 ® PROPOSAUCONTRACT DATE: DESCRIPTION CHAINLINK Terminal Barbwire Line Post Bias Top Rail — Wire Inside Wire Gauge Wire Outside Points Up Color Knuckles Up VINYL ! WOOD FENCE Fence Style Post Type Board Type Rails Board Space T ` Color W44 IRON FENCE Style ' Post Size Ra;l Size - — Picket Size f — - - Picket Space, w Colot HEIGHT GATES Walk Gate Douh e Single Dr ,e --- - Any charge dunnq nst,7,tion of lab subject to price harge Depth Df posts accowmg ro ground conditions Slide fDa[e5 Hemet Co. 1• assume rnsponsibllity for damage to water lines, ;prinkler lines, electrfraf — - - T - wires or shown to the :rew during the actual erection at the job site FrLime Site �0-/- ZO ZOI Gate Pest TOTAL DUE ON air SPFCIAI'- INSTRUCTIONS I•r��, = - - COMPLETION <;Z-t'_ I I AD©RE 25. Juniper Flats Rd. Homeland, CA 92548 hemetfence@yahoo,com P.O. Box 619 Homeland, CA 92548 Fully Insured and Bonded ESTIMATOR: k,- i�n NAME ADDRESS CITY HOME PHONE CELL PHONE JOB ADDRESS WOOD FENCE CHAIN LINK • ORNAMENTAL IRON VINYL - PVC Lic. 0 1000432 ZIP WORK PHONE EMAIL CITY FOOTAGE y`� A I OFFICE (951) 926-8148 FAX (951) 926-1398 LZPROPOSAVCONTRACT DATE: 'i—�-r�-� DESCRIPTION I HEIGHT C/S CHAINLINK Terminal B tre Line Post Bias T Top Rail Wire Inside Wire Gauge Wire Outside Points Up Color Knuckles Up VINYL / WOOD FENCE Fence Style Post Type Board Type Rails Board Space Color IRON FENCE Style Post Size ~ r Rail Size 1 Picket Size Picket Space Color GATES ErCLUSIGNS Walk Gate • oRADIN6 - PERMITS - CURE DRILLING - JIG ALERT - L. CNIDN {1F PRNATE UNRERGRCL�ND UTIUTIFS Double Gate Sl An 6NCUSI IR4EYING - rFIAi FICL CUNTROI • SUNCRFI E. MCW CURR@ • f, LEARINf10F I ENCE LINE - ASP?LALT °ATCK46 BOND PREMIUM - GRCUNDVN - SAW CUTTING, - ENG'NEER.ING Slagle Drive Any change dying tF]Mallrtuuu of job subject to price change. Depth of palls according to ground conditions. Slide Gates Hemet F Co. daa of assu o rasponalbility for damage to water fines, sprinkler lines. electrical Frame Size wlrae u t3oaled ad out r shown to the crew during the actual erection at the job sde. Gate Post SPECIAL INSTRUCTIONS: TOTAL DUE ON COMPLETION X AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTOR SERVICES (ON-CALL) Hemet Fence Corp. Citywide Fencing Services This Amendment No. 2 to Agreement for Contractor Services (“Amendment No. 2”) is made and entered into as of July 2, 2020, by and between the City of Lake Elsinore, a municipal corporation (“City), and Hemet Fence Corp, a California Corporation (“Contractor”). RECITALS A. The City and Contractor have entered into that certain Agreement for Contractor Services dated as of July 1, 2019 (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Contractor in an amount not to exceed Thirty Thousand dollars ($30,000) for Fiscal Year 2019/2020. C. The term of the Original Agreement was to commence work upon execution of the agreement and continue until the services and related work are completed. D. Amendment No. 1 dated November 12, 2019, increased the compensation of the contract to $96,500 and amended the ‘Scope of Service’ to include Canyon Hill Park Upgrades CIP # Z40024 and Citywide Park Upgrades at Creekside Park and Rosetta Community Park CIP# Z40023. D. The parties now desire to extend the term of the contract an additional 12 months and reduce the compensation to a not to exceed amount of $30,000 for FY2020-2021. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Contractor agree as follows: 1. Section 2, subpart C, Term, of the Original Agreement is hereby amended to add the following: Unless earlier terminated as provided elsewhere in the Original Agreement, this Amendment No. 2 shall continue in full force and effect for a period of twelve (12) months, commencing on July 1, 2020 and ending on June 30, 2021. 2. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A to the Original Agreement) and Amendment No. 2. DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E In no event shall Contractor’s compensation related to Contractor’s Proposal, Exhibit A in Original Agreement and Amendment No. 2, exceed Thirty Thousand Dollars ($30,000) for Fiscal Year 2020-2021 without additional written authorization from the City Council. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Risk Manager “CONTRACTOR” HEMET FENCE CORP., a California corporation By: Wes Martin Its: _______________________ Attachments: Exhibit A – Original Agreement DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E president 7/24/2020 | 8:56 AM PDT EXHIBIT A EXHIBIT A ORIGINAL AGREEMENT [ATTACHED] DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E FY19-20 Agreement for On-Call Services - Hemet Fence Page 1 AGREEMENT FOR CONTRACTOR SERVICES (ON-CALL) Hemet Fence Corp. Citywide Fencing Services This Agreement for Contractor Services (On-Call) (the “Agreement”) is made and entered into as of July 1, 2019 by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Hemet Fence Corp., a California corporation ("Contractor"). RECITALS A. The City has determined that it requires the following services: On-call emergency fencing services. B. The Contractor has submitted to City a quote, dated August 4, 2016 which is attached hereto as Exhibit A (collectively, the “Contractor’s Proposal”) and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions described herein. D. City desires to retain Contractor to perform the services and related work as provided herein and Contractor desires to provide such services and related work as set forth in this Agreement. AGREEMENT 1. Scope of Services. Contractor shall perform the services and related work described in Contractor’s Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor’s Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. Contractor acknowledges that the Scope of Services provides for 24 hour-a-day, 7 day-a-week, on-call support on an as needed basis. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor’s Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b. Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 2 c. Term and Compliance with Task/Work Order System. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period of ten (10) months commencing on July 1, 2019 and ending on June 30, 2020. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed two (2) additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. Contractor hereby agrees and acknowledges that any and all work or services performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of work or services as all work or services shall be authorized through a Task/Work Order issued by the City. 3. Compensation and Cost of Living Adjustment. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor’s compensation exceed Thirty Thousand Dollars ($30,000) per Fiscal Year, without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. The compensation paid to Contractor may be adjusted on each July 1 following the first anniversary of the commencement of the term of this Agreement, provided that The request for cost of living adjustment shall be presented to the City no later than June 1st of a particular year and, if approved by the City, will become effective on July 1st of that year. Any adjustment will be based on the Los Angeles-Riverside-Orange County Consumer Price Index (CPI) but in no event shall the price adjustment exceed five percent (5%). 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten 10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 3 provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled “Method of Payment” herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Contractor, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therein), arising out of the City’s use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs relating to project for which Contractor’s services are rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 7. Contractor’s Books and Records. a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 4 services, or 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 to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-interest. 8. Independent Contractor. It is understood that Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10. Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor’s services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 5 Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11. Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor’s field of expertise. 12. Compliance with Laws. Contractor shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 14. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 6 15. Insurance Requirements. a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies. i. Workers’ Compensation Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 7 ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor: Hemet Fence Corp. Attn: Ms. Cindy Martin 25959 Juniper Flats Road Homeland, CA 92548 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 8 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. 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. 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. 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. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 9 26. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 28. 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, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 29. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the work or services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Signatures on next page] DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager ATTEST: Deputy City Clerk APPROVED AS TO FORM: City Attorney CONTRACTOR” HEMET FENCE CORP., a California corporation By: Cindy Martin Its: _______________________ Attachments: Exhibit A – Contractor’s Proposal DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 president DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E EXHIBIT A EXHIBIT A CONTRACTOR’S PROPOSAL ATTACHED] DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E 1001486 132849.13 04-22-2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 07/20/2020 ADOLFO SALDANA LIC# 0C65020 7344 MAGNOLIA AVE, STE 100 RIVERSIDE CA 92503 ADOLFO SALDANA 951-637-3100 951-637-0690 ADOLFO.SALDANA.JVN1@GMAIL.COM HEMET FENCE CORPORATION 25959 JUNIPER FLATS ROAD HOMELAND CA 92548 25178 A Y 662 5930-E26-75 05/26/2020 11/26/2020 1,000,000 CITY OF LAKE ELSINORE State Farm Mutual Automobile Insurance Company 130 SOUTH MAIN STREET LAKE ELSINORE, CA 92530 DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E CITY OF LAKE ELSINORE TO BE POSTED IN A CONSPICUOUS PLACE Business Name: Business Location: Owner Name(s): BUSINESS LICENSE NO. Issue Date:Expiration Date: BUSINESS LICENSE THIS IS YOUR LICENSE • NOT TRANSFERABLE 25959 JUNIPER FLATS RD Business Type: HOMELAND, CA 92548 HEMET FENCE CORP. 25959 JUNIPER FLATS RD HOMELAND, CA 92548 This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county, federal government, or any other governmental agency. Administrative Services - Licensing 130 South Main Street, Lake Elsinore, CA 92530 PH (951) 674-3124 HEMET FENCE CORP. WESLEY MARTIN FENCING CONTRACTOR 016298 3/1/2020 2/28/2021 DocuSign Envelope ID: D4F2EDEF-7B89-49ED-AA5C-E0BC7161770E AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTOR SERVICES (ON-CALL) Hemet Fence Corp. Canyon Hills Park Upgrades – Z40024 Citywide Park Upgrades – Z40023 This Amendment No. 1 to Agreement for Contractor Services (“Amendment No. 1”) is made and entered into as of November 12, 2019 by and between the City of Lake Elsinore, a municipal corporation (“City), and Hemet Fence Corp, a California Corporation (“Contractor”). RECITALS A. The City and Contractor have entered into that certain Agreement for Contractor Services dated as of June 11, 2019 (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Contractor in an amount not to exceed Forty Three Thousand Nine Hundred dollars ($43,900) for Fiscal Year 2019/2020. C. The term of the Original Agreement was to commence work upon execution of the agreement and continue until the services and related work are completed. D. The parties now desire to amend the scope of work to include CIP# Z40023 Citywide Park Upgrades at Creekside Park and Rosetta Community Park, and increase the compensation for such services as set forth in Exhibit A to the Original Agreement and Exhibit A to Amendment No 1. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Contractor agree as follows: 1. Section 1, Scope of Service – of the Original Agreement is hereby amendment as follows: Contractor shall perform the services and related work described in Contractor Proposal (Exhibit A to the Original Agreement and Exhibit A to Amendment No.1). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor’s Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A to the Original Agreement and Exhibit A to this Amendment No.1). DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A In no event shall Contractor’s compensation related to Contractor’s Proposal, Exhibit A in Original Agreement and Exhibit A in Amendment No. 1, exceed Ninety Six Thousand Five Hundred Dollars ($96,500) for Fiscal Year 2019-2020 without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4.Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney “CONTRACTOR” HEMET FENCE CORP., a California corporation By: Cindy Martin Its: _______________________ Attachments: Exhibit A – Amendment No. 1 Proposal Exhibit B – Original Agreement _______________________ DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A President 11/22/2019 | 3:44 PM PST EXHIBIT A AMENDMENT NO. 1 PROPOSAL [ATTACHED] DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Exhibit BDocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A StateFarm STATE FARM® PO Box 853922 Richardson, TX 75085 -3922 73A AT1 23 001391 0093 CITY OF LAKE ELSINORE ISAOA 130 S MAIN ST a LAKE ELSINORE CA 92530 -4163 I' I I I' ' IIII II IIII IIII' IIIIIII 'I'lll''I II I'I I'I'I 00 s s s A DATE OF NOTICE: APR 10 2019 CODE: NOTE: PLEASE NOTIFY STATE FARM AT THE ADDRESS LISTED AT THE TOP, LEFT CORNER OF THIS PAGE REGARDING ANY CHANGE OF ADDRESS INFORMATION. ADDITIONAL INSURED'S NOTICE OF COVERAGE State Farm Mutual Automobile Insurance Company 1236- FA71 -A NAMED INSURED: POLICY NO: 297 0256 -E01 -750 COVERAGE: HEMET FENCE CORP YR /MAKEIMODEL: 2002 FORD FLATBED BI AND PD LIABILITY PO BOX 619 VIN /CAMPER: 1 FDWF36S12ED54551 $ 1 MIL HOMELAND CA 92548 -0619 AGENT NAME: OLLIE HATCH AGENT PHONE: (951)684 -8822 a ENDORSEMENT NO: 6028BU POLICY EFFECTIVE MAR 22 2019 UNTIL TERMINATED POLICY MESSAGES: This policy shown above supersedes policy# 2970256 -75N. The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance v provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminated. Until such notice is provided, it shall be presumed that the required renewal premiums have been paid. The additional insured must notify us within 10 days of c any change of interest or ownership coming to their attention. Failure to do so will render this policy null and void. 0 N ADDITIONAL INSURED'S NOTICE OF COVERAGE State Farm Mutual Automobile Insurance Company 1236- FA71 -A NAMED INSURED: POLICY NO: 297 0256- E01 -75P COVERAGE: HEMET FENCE CORP YR /MAKE /MODEL: 2002 FORD FLATBED BI AND PD LIABILITY PO BOX 619 VIN /CAMPER: 1 FDWF36S12ED54551 1 MIL HOMELAND CA 92548 -0619 AGENT NAME: OLLIE HATCH AGENT PHONE: 951)684 -8822 ENDORSEMENT NO: 6028BU POLICY EFFECTIVE MAR 26 2019 UNTIL TERMINATED POLICY MESSAGES: This policy shown above supersedes policy# 2970256 -750. The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminated. Until such notice is provided, it shall be presumed that the required renewal premiums have been paid. The additional insured must notify us within 10 days of any change of interest or ownership coming to their attention. Failure to do so will render this policy null and void. o FRT DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A CITY OF LAKE ELSINORE TO BE POSTED IN A CONSPICUOUS PLACE Business Name: Business Location: Owner Name(s): BUSINESS LICENSE NO. Issue Date:Expiration Date: BUSINESS LICENSE THIS IS YOUR LICENSE • NOT TRANSFERABLE 25959 JUNIPER FLATS RD Business Type: HOMELAND, CA 92548 HEMET FENCE CORP. 25959 JUNIPER FLATS RD HOMELAND, CA 92548 This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county, federal government, or any other governmental agency. Administrative Services - Licensing 130 South Main Street, Lake Elsinore, CA 92530 PH (951) 674-3124 HEMET FENCE CORP. FENCING CONTRACTOR 016298 3/1/2019 2/29/2020 DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A EXHIBIT B EXHIBIT B ORIGINAL AGREEMENT [ATTACHED] DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A City of Lake Elsinore Hemet Fence Corp. June 11, 2019 Page 1 AGREEMENT FOR CONTRACTOR SERVICES Hemet Fence Corporation Canyon Hills Park Upgrades – Z40024 This Agreement for Contractor Services (the “Agreement”) is made and entered into as of June 11, 2019, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Hemet Fence Corporation, a California corporation ("Contractor"). RECITALS A. The City has determined that it requires the following services: Fencing projects throughout the park which includes install of security fencing, dugout expansion and dog park fencing. ADA compliance gates at dugout and dog park area. B. Contractor has submitted to City a proposal, dated April 2019 attached hereto as Exhibit A (“Contractor’s Proposal”) and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions described herein. D. City desires to retain Contractor to perform the services and related work as provided herein and Contractor desires to provide such services and related work as set forth in this Agreement. AGREEMENT 1. Scope of Services. Contractor shall perform the services and related work described in Contractor’s Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor’s Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor’s Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b. Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 2 c. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Contractor’s Proposal (Exhibit A). Contractor hereby agrees and acknowledges that any and all work or services performed pursuant to this Agreement shall be based upon the issuance of a project task order by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of work or services as all work or services shall be authorized through task order issued by the City. 3. Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor’s compensation exceed Forty- three Thousand Nine Hundred dollars ($43,900) without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Reserved. 6. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten 10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled “Method of Payment” herein. 7. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 3 Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Contractor, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therein), arising out of the City’s use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs relating to project for which Contractor’s services are rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 8. Contractor’s Books and Records. a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or 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 to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) year s, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 4 hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-interest. 9. Independent Contractor. It is understood that Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 11. Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor’s services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 5 12. Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor’s field of expertise. 13. Compliance with Laws. Contractor shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 14. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 15. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 16. Insurance Requirements. a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies. i. Workers’ Compensation Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 6 officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 7 v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor: Hemet Fence Corporation Attn: Ms. Cindy Martin 25959 Juniper Flats Road Homeland, CA 92548 18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 19. 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. 20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor and the subcontractors listed in Exhibit B. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 8 of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 21. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 22. 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. 23. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 24. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees. 25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 27. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 28. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 9 contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 29. 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, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 30. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 31. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Signatures on next page] DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager ATTEST: Deputy City Clerk APPROVED AS TO FORM: City Attorney CONTRACTOR” HEMET FENCE CORPORATION, a California corporation By: Cindy Martin Its: President Attachments: Exhibit A – Contractor’s Proposal DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A EXHIBIT B EXHIBIT A CONTRACTOR’S PROPOSAL ATTACHED] DocuSign Envelope ID: C383486D-8C39-4A8B-A8B2-3E86BA29A933DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A DocuSign Envelope ID: 63B427AC-62D3-4571-AC8F-3683D55AE22A FY19-20 Agreement for On-Call Services - Hemet Fence Page 1 AGREEMENT FOR CONTRACTOR SERVICES (ON-CALL) Hemet Fence Corp. Citywide Fencing Services This Agreement for Contractor Services (On-Call) (the “Agreement”) is made and entered into as of July 1, 2019 by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Hemet Fence Corp., a California corporation ("Contractor"). RECITALS A. The City has determined that it requires the following services: On-call emergency fencing services. B. The Contractor has submitted to City a quote, dated August 4, 2016 which is attached hereto as Exhibit A (collectively, the “Contractor’s Proposal”) and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions described herein. D. City desires to retain Contractor to perform the services and related work as provided herein and Contractor desires to provide such services and related work as set forth in this Agreement. AGREEMENT 1. Scope of Services. Contractor shall perform the services and related work described in Contractor’s Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor’s Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. Contractor acknowledges that the Scope of Services provides for 24 hour-a-day, 7 day-a-week, on-call support on an as needed basis. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor’s Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b. Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 2 c. Term and Compliance with Task/Work Order System. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period of ten (10) months commencing on July 1, 2019 and ending on June 30, 2020. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed two (2) additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. Contractor hereby agrees and acknowledges that any and all work or services performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of work or services as all work or services shall be authorized through a Task/Work Order issued by the City. 3. Compensation and Cost of Living Adjustment. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor’s Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor’s compensation exceed Thirty Thousand Dollars ($30,000) per Fiscal Year, without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. The compensation paid to Contractor may be adjusted on each July 1 following the first anniversary of the commencement of the term of this Agreement, provided that The request for cost of living adjustment shall be presented to the City no later than June 1st of a particular year and, if approved by the City, will become effective on July 1st of that year. Any adjustment will be based on the Los Angeles-Riverside-Orange County Consumer Price Index (CPI) but in no event shall the price adjustment exceed five percent (5%). 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 3 provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled “Method of Payment” herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Contractor, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therein), arising out of the City’s use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs relating to project for which Contractor’s services are rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 7. Contractor’s Books and Records. a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 4 services, or 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 to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-interest. 8. Independent Contractor. It is understood that Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10. Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor’s services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 5 Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11. Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor’s field of expertise. 12. Compliance with Laws. Contractor shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 14. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 6 15. Insurance Requirements. a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies. i. Workers’ Compensation Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 7 ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor: Hemet Fence Corp. Attn: Ms. Cindy Martin 25959 Juniper Flats Road Homeland, CA 92548 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 8 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. 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. 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. 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. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 9 26. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 28. 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, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 29. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the work or services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page] DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager ATTEST: Deputy City Clerk APPROVED AS TO FORM: City Attorney “CONTRACTOR” HEMET FENCE CORP., a California corporation By: Cindy Martin Its: _______________________ Attachments: Exhibit A – Contractor’s Proposal DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 president EXHIBIT A EXHIBIT A CONTRACTOR’S PROPOSAL [ATTACHED] DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 06/04/2019 Speake Insurance Services, Inc. 1791 Third Street Norco, CA 92860 License #: 0D08463 Ginger Greeb 951)547-6779 (951)848-0925 ginger@speakeinsurance.com 00000000-0 151 HEMET FENCE CORP 25959 JUNIPER FLATS ROAD HOMELAND, CA 92548 Colony Ins Co 39993 A Y Y 103GL002529200 09/01/2018 09/01/2019X X X 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 National Union Fire Pittsburgh PA 19445 B EBU016838985 09/01/2018 09/01/2019X X 2,000,000 2,000,000 Insurance Company of the West 27847 C Y WPL504 6493 00 03/01/2019 03/01/2020 Y X 1,000,000 1,000,000 1,000,000 30 Day cancellation provision reverts to 10 days notice in the event of non-payment of premium. RE: Canyon Hills Park Upgrades City of Lake Elsinore is included as Additional Insured on a Primary/Non-Contributory basis, including Waiver of Subrogation for General Liabiity per CG2010 04/13; CG2001 04/13; and CG2404 05/09 attached. Waiver of Subrogation applies to Workers' Compensation per WC990634 City of Lake Elsinore ATTN: 130 South Main Street Lake Elsinore, CA 92530 Phone: (951)764-2417 GIN) Printed by GIN on June 04, 2019 at 04:04PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICYEXPTYPEOFINSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO- POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $( Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks ofACORDACORD25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082 DocuSign Envelope ID: D286D754-C847-4E3F-B262-7418CB3DE082