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HomeMy WebLinkAboutItem No. 11 - Change Order No. 1 to Public Works’ Construction Agreement for GMS Elevator Serv11)Change Order No. 1 to Public Works’ Construction Agreement for GMS Elevator Services for the Purchase and Construction of the Elevator for the City Hall (Project Number Z20006) Approve and authorize the City Manager to execute Change Order No.1 to the agreement with GMS Elevator Services in an amount not to exceed $75,000.00 for the purchase and construction of the elevator for the New City Hall Project (CIP No. Z20006) in such final form as approved by the City Attorney. Page 1 of 2 REPORT TO CITY COUNCIL To:Honorable Mayor and Members of the City Council From:Jason Simpson, City Manager Prepared by:Shannon Buckley, Assistant City Manager Date:October 14, 2025 Subject:Change Order No. 1 to Public Works’ Construction Agreement for GMS Elevator Services for the Purchase and Construction of the Elevator for the City Hall (Project Number Z20006) Recommendation Approve and authorize the City Manager to execute Change Order No.1 to the agreement with GMS Elevator Services in an amount not to exceed $75,000.00 for the purchase and construction of the elevator for the New City Hall Project (CIP No. Z20006) in such final form as approved by the City Attorney. Background On August 27, 2024, a public works construction contract was awarded to GMS Elevator Services in the amount of $223,340.00 for City Hall main elevator. Before an accurate design and quote could be made on the ADA, wheelchair lift elevator, construction elements needed to be completed to include interior framing. With this completed GMS Elevator Services has proposed the attached ADA wheelchair lift. Discussion The initial contract encompassed the main elevator installation and ensured compliance with city procurement and accessibility standards. The completion of interior framing was a necessary step to facilitate both the design and pricing of the ADA-compliant wheelchair lift, which is essential for providing equitable access to all City Hall visitors and staff. This lift is designed not only to meet ADA requirements but also to enhance the overall accessibility and safety of City Hall. The proposed wheelchair lift will provide reliable vertical transportation for individuals with mobility challenges, ensuring that all areas of the building remain accessible regardless of physical ability. By integrating features such as battery backup and compliant controls, the city is prioritizing both user convenience and emergency preparedness. Change Order No. 1 for GMS Elevator Services for the City Hall (Project Number Z20006). Page 3 of 2 The scope of work for this change order is listed below: Installation of a new “Wheelchair Lift” with “Straight Through” configuration Lower landing door and upper landing gate Standard powder coat finish and stainless-steel hardware Standard-compliant platform controls/fixtures Integrated Battery Backup Fiscal Impact The cost is provided for in the City Hall Project Budget. Attachments Attachment 1- Change Order No.1 Exhibit A - Proposal Attachment 2 – Original Agreement City Manager’s Office CITY OF LAKE ELSINORE 130 S. MAIN STREET LAKE ELSINORE, CA 92530 (951) 674-3124 PROJECT CHANGE ORDER CHANGE ORDER #1 DATE:October 14, 2025 THIS CHANGE ORDER IS APPLICABLE TO: CITY PROJECT ##Z20006 CONTRACT AWARDED TO: PROJECT TITLE:City Hall ADA Wheel Chair Lift GMS Elevator Services DATE AWARDED:August 27, 2024 Authorized by:Jason Simpson TOTAL AMOUNT OF CONTRACT City Manager PRIOR TO THIS CHANGE ORDER $223,340.00 CONTRACTOR IS AUTHORIZED TO MAKE THE FOLLOWING CHANGES: QUANTITIES INCREASED ITEM QUANTITY UNIT UNIT PRICE EXTENSION Installation of a new “Wheelchair Lift Lump Sum 1.00 $75,000.00 $75,000.00 Lump Sum 1.00 $0.00 Lump Sum 1.00 $0.00 QUANTITIES DECREASED ITEM QUANTITY UNIT PRICE EXTENSION None TOTAL $75,000.00 THE AMOUNT OF THE CONTRACT WILL BE (INCREASED) BY THE SUM OF $75,000.00 Change Order No.1 Review by:Initials Date Approved by:Date Assistant City Manager Contractor City Manager: Page 1 of 5 Date: September 11, 2025 Proposal # LM06302025 Customer Property Name:Gus Papagolos Name:City Hall Address: 130 S Main St Address: 130 S Main St Lake Elsinore, CA 92530 Lake Elsinore, CA 92530 Contact Name: Gus Papagolos Email: gpapagolos@verizon.net Phone: 951-764-2417 Elevator State No: N/A TBD Wheelchair Lift Installation Proposal GMS Elevator Services, Inc. is pleased to present this proposal for the installation of one (1) wheelchair lift. Proposal Amount: The total cost for the work outlined herein is Seventy Five Thousand 00/100 Dollars ($75,000.00)], which includes all applicable taxes, freight, and required permits. A 50% deposit in the amount of $37,500.00 is required upon acceptance of this proposal, prior to ordering materials and scheduling the work. Scope of Work: Installation of a new “Wheelchair Lift” with “Straight Through” configuration Lower landing door and upper landing gate Standard powder coat finish and stainless steel hardware Standard compliant platform controls/fixtures Integrated Battery Backup Payment Terms: A 50% deposit is required upon approval of this proposal, prior to the ordering of any materials or scheduling of the project. Please understand that this proposal and pricing is subject to change dependent on the actual scope of work and building conditions. It would be prudent to have an architect determine the exact location of this unit in the building and if the configuration works. We trust that this proposal meets your requirements. Please feel free to reach out with any questions or if further clarification is needed. Respectfully submitted, Remy Rodriguez GMS Elevator Services, Inc. Cell (909) 303-0344 WORK BY OTHERS & CLARIFICATIONS Page 2 of 5 In conjunction with this wheelchair lift project, the following work is required and shall be the sole responsibility of the building ownership if not already existing. GMS Elevator Services, Inc. (GMSEI) shall not be responsible for the completion, coordination, or verification of this work: 1.Wall/Floor Surface Modifications: Any necessary cutting, patching, covering and painting of wall/floor surfaces. 2.Phone Line Installation: Installation of a dedicated phone line to the wheelchair lift or designated location. 3.Electrical Upgrades: Provide and install all new applicable electrical and power requirements including main disconnect and AC power as required to accommodate the installation. Refer to Battery Lowering section below for additional details. 4.Fire Code Compliance: If a sprinkler is present in the overhead of the elevator shaft, installation of a Shunt Trip (if not already installed) may be required by the Los Angeles Department of Building and Safety (LADBS) Fire Authority. 5.Fire Control System Modernization: Repair or modernization of the building’s fire control system to ensure compliance with applicable codes. 6.Lighting and Power Supply: Installation of all new applicable power and lighting requirements as needed for a proper installation. 7.Material Storage: Provision of a dry, secure, and safe area for the storage of elevator materials related to this project. Failure to complete the above-listed work in a timely manner may result in project delays and additional costs, for which GMSEI shall not be held liable. CLARIFICATIONS The wheelchair lift will be installed as detailed specifically in this proposal only. Any device not explicitly mentioned or contained herein is excluded. Should there be any presence of Asbestos, PCBs or any other contamination, the disposal of such shall be the responsibility of the Owner/Purchaser, not GMSEI. All work shall be performed during GMSEI’s normal business hours and regular working days. Permits & Inspections: Upon completion of the outlined work, GMSEI will arrange, hold, and pay for DOSH inspections. Any work directly related to this proposal that is cited by the Elevator Inspector will be corrected. However, due to the DOSH Elevator Unit’s adoption of the ASME A17.1-2004 elevator code, additional inspector- mandated requirements may arise. Such requirements will be quoted separately. Proposal Validity: This proposal is valid for 30 days and is subject to change at any time for any reason. Fire Life Safety System Completion: As part of this process, it may be necessary to upgrade your fire life safety system to ensure compatibility with the new equipment. Depending on the specifications of your existing fire life safety system, it may either be compatible with the proposed changes or require modifications. The Owner/Purchaser is responsible for consulting with their current fire life safety vendor to determine the required upgrades. It is essential that all necessary fire life safety upgrades be completed prior to the finalization of the project. The California State Elevator Division will conduct an inspection before the elevator is returned to service, and the fire life safety system will be the first component evaluated during this inspection. In order to proceed with final equipment production, the Owner/Purchaser must confirm the completion of all required fire life safety work and provide an estimated completion date to GMS Elevator Services, Inc. Any delay in the completion of the fire life safety upgrades may result in project delays and potential additional costs. Battery Lowering & Fire Recall Operation (ASME A17.1-2004 Elevator Code): Where applicable, the following relays are required for proper functionality (additional relays may be required depending on the type of unit being installed): 1.F.R.A. - Bottom floor hall 1st floor relay sends the elevator to an alternate floor. 2.F.R.S. - Top floor hall detector relay sends the elevator to the main floor. Page 3 of 5 3.H.F.1. - Elevator machine room smoke detector triggers the flashing fire hat and sends the elevator to an alternate floor. (The elevator controller will activate the flashing fire hat.) 4.H.F.2. - Elevator overhead smoke detector (if a sprinkler is present) triggers the flashing fire hat and sends the elevator to the main floor. 5.Battery Lowering Relay: Monitors the heat detector and connects in series with the auxiliary contact in the disconnect switch. This may require a replacement of the disconnect switch. All requirements listed above must be completed by the Owner/Purchaser in accordance with all applicable regulations. GMSEI shall not be responsible for any delays or additional costs resulting from non-compliance or failure to complete these requirements. MODERNIZATION SCHEDULE 1.Equipment Lead Time: Lead time on equipment is approximately 20-24 weeks from the date of contract acceptance. GMS Elevator Services, Inc. (GMSEI) shall not be responsible for any delays due to vendor supply chain issues, factory production schedules, or other circumstances beyond its control. 2.Project Duration: The anticipated duration is approximately two (2) weeks per lift, contingent upon the timely completion of related contractor work, site access availability, and the scheduling of the required State Elevator Division Inspection. Any delays caused by the Owner/Purchaser or third parties may result in additional costs and extended timelines. 3.Work Hours and Access: All work shall be completed during the regular working hours of the elevator trade. GMSEI must have uninterrupted access to and exclusive use of the lift while work is in progress. Any interruptions or access restrictions imposed by the Owner/Purchaser may result in additional charges and delays. 4.Material Procurement and Storage: GMSEI will make all reasonable efforts to procure materials and fulfill orders in a timely manner. However, no material orders will be placed until GMSEI receives written confirmation from the Owner/Purchaser, including a scheduled completion date for all Fire Life Safety upgrade items. If materials are ordered and the jobsite is not ready, the Owner/Purchaser shall be responsible for accepting delivery and arranging for storage of the equipment. If onsite storage is not available, the Owner/Purchaser shall remain liable for payment of the equipment invoice along with a monthly offsite storage fee, the amount of which shall be determined by GMSEI. Under no circumstances shall GMSEI be held responsible for delays or additional costs resulting from site readiness issues outside its control. 5.Please note that installation start dates are subject to workforce availability and may not correspond with the timeframes outlined above. GMS will provide an estimated start date based on the actual date of proposal acceptance; however, this date is not guaranteed and remains subject to change. WARRANTY 1 year parts and labor. Warranty Disclaimer and Limitations: GMS Elevator Services, Inc. warrants that all work shall be performed in a professional and workmanlike manner. All warranty claims are to be between the building and the manufacturer only and not GMS Elevator Services, Inc. This warranty is limited to a period of 12 months from the date of completion. Any defects arising from misuse, modifications by others, or lack of proper maintenance shall void any applicable warranties. No other warranties, express or implied, including but not limited to merchantability or fitness for a particular purpose, shall apply. PAYMENT TERMS 50% due upon signing of the proposal (order will not be processed until payment is received) 40% due upon delivery and arrival of equipment on-site (payment in full is required before the elevator inspection can be scheduled) 10% due upon completion and final inspection of the elevator TERMS AND CONDITIONS Page 4 of 5 1.Compliance with Codes: All work shall be performed in accordance with the requirements set forth by the City of Los Angeles Department of Building and Safety and/or the State of California Division of Industrial Safety, Elevator Division. Should any changes be made to applicable codes after the date of the order, or should any code enforcement authorities issue rulings extending the application of a code, the necessary work and materials required to comply with such changes shall be performed as an addition to the stated contract price. 2.Limitation of Liability: GMS Elevator Services, Inc. assumes no liability for accidents or injuries to persons or property, except those directly resulting from the negligent acts or omissions of GMS Elevator Services, Inc. or its employees. The Owner/Purchaser remains fully responsible for all accidents and/or injuries to persons while using, operating, or being in or around the elevators, hatchways, or related structures. This contract constitutes the final and integrated agreement between the parties and supersedes all prior understandings, representations, warranties, and agreements. Modifications shall only be valid if made in writing and signed by all parties. 3.Force Majeure: GMS Elevator Services, Inc. shall not be held responsible or liable for any loss, damage, detention, or delay caused by events beyond its reasonable control, including but not limited to strikes, lockouts, fires, explosions, theft, lightning, storms, earthquakes, floods, riots, civil commotions, malicious mischief, or acts of God. In no event shall GMS Elevator Services, Inc. be liable for consequential damages. 4.Loss or Damage: The Owner/Purchaser agrees to reimburse GMS Elevator Services, Inc. for any damage or loss to materials or work on the premises due to fire, theft, or other causes not resulting from GMS Elevator Services, Inc.’s negligence. 5.Indemnification Clause: The Owner/Purchaser agrees to indemnify, defend, and hold harmless GMS Elevator Services, Inc., its officers, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including attorney fees) arising out of or resulting from the work performed under this contract, except to the extent caused by the sole negligence of GMS Elevator Services, Inc. 6.Insurance Requirements: The Owner/Purchaser shall maintain adequate general liability and property insurance coverage for the duration of the project. GMS Elevator Services, Inc. shall be listed as an additional insured on any policies related to the worksite. Proof of such insurance shall be provided upon request. 7.Change Orders and Additional Work: Any modifications, additions, or changes to the scope of work must be documented in a written change order signed by both parties. Additional costs resulting from such changes shall be the responsibility of the Owner/Purchaser. 8.Site Conditions and Hazardous Materials: The Owner/Purchaser shall ensure that the worksite is free of hazardous materials, including but not limited to asbestos, lead paint, or other contaminants. If such materials are discovered, GMS Elevator Services, Inc. shall have the right to stop work until remediation is completed at the Owner/Purchaser’s expense. 9.Dispute Resolution: Any disputes arising out of or relating to this contract shall first be subject to mediation. If mediation fails, the dispute shall be resolved through binding arbitration in the State of California under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney fees and costs. 10.Governing Law and Venue: This contract shall be governed by and interpreted in accordance with the laws of the State of California. Any legal action related to this contract shall be brought exclusively in the courts of Los Angeles County. 11.Access Requirements: The Owner/Purchaser shall provide uninterrupted access to the elevator for the duration of the work. Any failure to do so may result in additional charges and project delays. 12.Retention of Replaced Materials: GMS Elevator Services, Inc. reserves the right to remove and retain all replaced elevator materials and any new materials not used in construction. 13.Owner/Purchaser Responsibilities: The Owner/Purchaser shall provide necessary electrical connections, cutouts, line switches, phase reversal switches, lightning arresters, or any other requirements to meet local codes. Any structural modifications required to comply with local or state building or electrical codes shall be the sole responsibility of the Owner/Purchaser. 14.Exclusion of Redecoration: GMS Elevator Services, Inc. shall not be responsible for any redecorating, cutting, patching, or modifications required following the completion of work. 15.Retention of Title: All machinery, equipment, and materials furnished remain the personal property of GMS Elevator Services, Inc. until full and final payment has been made. GMS Elevator Services, Inc. retains the right to repossess any unpaid equipment at the Owner/Purchaser’s cost, regardless of its attachment to real property. Interest at 10% per annum shall accrue on all past-due amounts. 16.Overtime Work: Unless otherwise stated, the quoted price is based on work performed during regular working hours. If overtime work is required, additional charges based on GMS Elevator Services, Inc.’s standard overtime rates shall apply. 17.Payment Terms: Payments for partially completed work shall be due monthly, with final payment due upon completion. No final inspections will be scheduled with regulatory authorities until at least 90% of the contract amount, including any change orders, has been paid. 18.Pricing and Contract Approval: This proposal is submitted for prompt acceptance, and prices are subject to change without notice. The contract shall not be binding upon GMS Elevator Services, Inc. unless approved by an executive officer. No salesperson or manager has the authority to bind GMS Elevator Services, Inc. to any contract or agreement. 19.Equipment Ownership: Any equipment purchased by GMS Elevator Services, Inc. for the purpose of this project shall remain the property of GMS Elevator Services, Inc. until such equipment is fully installed and the total payment for the project has been received in full. The Owner/Purchaser agrees not to remove, sell, transfer, or encumber any such equipment before it has been paid for in full and fully installed. GMS Elevator Services, Inc. reserves the right to retake possession of any equipment if payment is not made in accordance with the agreed terms. 20.Ownership of Installed Materials: GMS Elevator Services, Inc. retains ownership of all installed materials and equipment until invoices are paid in full. Page 5 of 5 21.Contract Termination: Any termination of this contract shall be deemed the fault of the Owner/Purchaser. No refunds shall be issued under any circumstances, and the Owner/Purchaser shall remain responsible for all costs incurred up to the date of termination. Any outstanding balances shall be due immediately upon termination. By signing below, the undersigned agrees to the terms and conditions outlined in this proposal and authorizes GMS Elevator Services, Inc. to proceed with the work as specified. Submitted for GMS ELEVATOR SERVICES, INC. By: Remy Rodriguez Phone: (909) 599-3904 Phone Accepted by (Company): ________________________________ Name: _________________________________ Title: __________________________________ Accepted by GMS ELEVATOR SERVICES, INC. By__________________________________ Date ________________________________ Accepted by Client: By: ___________________________________ Date __________________________________ THANK YOU FOR CHOOSING GMS ELEVATOR SERVICES, INC. Agreement No. __________ AGREEMENT FOR PUBLIC WORKS CONSTRUCTION GMS Elevator Services Inc. For the City Hall Elevator CIP PROJECT NO. Z20006 This Agreement for Public Works Construction (“Agreement”) is made and entered into as of August 27, 2024 by and between the City of Lake Elsinore, a municipal corporation (“City”) and GMS Elevator Services Inc. (“Contractor”). The City and Contractor, in consideration of the mutual promises and covenants set forth herein, agree as follows: 1. The Project and Project Documents. Contractor agrees to construct the following public improvements (“work”) identified as: City Hall Elevator (the “Project”) The City-approved plans for the construction of the Project, which are incorporated herein by reference and prepared by Staff, are identified as: City Hall Elevator The Project Documents include this Agreement and all of the following: (1) the Notice Inviting Bids, Instructions to Bidders, Bid Documents including Bidder’s Proposal as submitted by the Contractor, Contract Documents, General Specifications, Special Provisions, and all attachments and appendices; (2) everything referenced in such documents, such as specifications, details, standard plans or drawings and appendices, including all applicable State and Federal requirements; (3) all required bonds, insurance certificates, permits, notices, and affidavits; and (4) any and all addenda or supplemental agreements clarifying, amending or extending the work contemplated as may be required to insure completion in an acceptable manner. All of the provisions of the above-listed documents are made a part of this Agreement as though fully set forth herein. 2. Compensation. a. For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to construct the Project, including furnishing all materials and performing all work required for the Project, and to fulfill all other obligations as set forth in the Bidder’s Proposal, such contract price being two hundred twenty three thousand three hundred forty dollars and no cents ($223,340.00). b. City hereby promises and agrees to employ, and does hereby employ, Contractor to provide the materials, do the work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the prices set forth, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Project Documents. c. Contractor agrees to receive and accept the prices set forth in the Bidder’s Proposal as full compensation for furnishing all materials, performing all work, and fulfilling Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 all obligations hereunder. Such compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the Project Documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work. 3. Completion of Work. a. Contractor shall perform and complete all work within 45 working days from the date of commencement specified in the Notice to Proceed, and shall provide, furnish and pay for all the labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required for construction of the Project. b. All work shall be performed and completed in a good workmanlike manner in strict accordance with the drawings, specifications and all provisions of this Agreement as hereinabove defined and in accordance with applicable laws, codes, regulations, ordinances and any other legal requirements governing the Project. c. Contractor shall not be excused with respect to the failure to so comply by any act or omission of the City, the City Engineer, a City inspector, or a representative of any of them, unless such act or omission actually prevents the Contractor from fully complying with the requirements of the Project Documents, and unless the Contractor protests at the time of such alleged prevention that the act or omission is preventing the Contractor from fully complying with the Project Documents. Such protest shall not be effective unless reduced to writing and filed with the City within three (3) working days of the date of occurrence of the act or omission preventing the Contractor from fully complying with the Project Documents. d. City and Contractor recognize that time is of the essence in the performance of this Agreement and further agree that if the work called for under the Agreement is not completed within the time hereinabove specified, damages will be sustained by the City and that, it is and will be impracticable or extremely difficult to ascertain and determine the actual amount of damages the City will sustain in the event of, and by reason of, such delay. It is, therefore, agreed that such damages shall be presumed to be in the amount of $500.00 per calendar day, and that the Contractor will pay to the City, or City may retain from amounts otherwise payable to Contractor, such amount for each calendar day by which the Contractor fails to complete the work, including corrective items of work, under this Agreement within the time hereinabove specified and as adjusted by any changes to the work. 4. Changes to Work. City and Contractor agree that the City may make changes to the work, or suspend the work, and no matter how many changes, such changes or suspensions are within the contemplation of the Contractor and City and will not be a basis for a compensable delay claim against the City nor be the basis for a liquidated damage claim against the Contractor. Any change to the work shall be by way of a written instrument (“change order”) signed by the City and the Contractor, stating their agreement to the following: a. The scope of the change in the work; b. The amount of the adjustment to the contract price; and c. The extent of the adjustment to the Schedule of Performance. Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 The City Engineer is authorized to sign any change order provided that sufficient contingency funds are available in the City’s approved budget for the Project. All change in the work authorized by the change order shall be performed under the applicable conditions of the Project Documents. City and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes. 5. Bonds. Contractor shall provide, before commencing work, a Faithful Performance Bond and a Labor and Material Bond, each for one-hundred percent (100%) of the contract price in the form that complies with the Project Documents and is satisfactory to the City Attorney. 6. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Contractor without the prior written consent of City. 7. Licenses. Contractor represents and warrants to City that it holds the contractor’s license or licenses set forth in the Project Documents, is registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5, and holds such other licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor. 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. 8. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, the County and Board Supervisors, 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. 9. Insurance Requirements. a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the Agreement, 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 Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 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. Commercial 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. iv. Builder’s Risk Coverage. Prior to the commencement of any construction of the Project, Design-Builder shall obtain (or cause to be obtained) and keep in force during the term of any construction, builder’s risk insurance insuring for all risks of physical loss of or damage (excluding the perils of earthquake and flood). v. Professional Liability Coverage. Contractor shall maintain professional errors and omissions liability insurance appropriate for Contractor’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Contractor’s services under this Agreement, whether such services are provided by the Contractor or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general commercial 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 Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 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. 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. 10. 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: GMS Elevator Services Inc. Attn: Ronell Jobe 401 Borrego Ct San Dimas, CA 91773 Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 11. 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. 12. 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. 13. Assignment and Subcontracting. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties for obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. Authority to Enter Agreement and Administration. 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. The City Engineer shall act as the Project administrator on behalf of the City. Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 20. 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. 21. 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. 22. Prevailing Wages. a. Contractor and all subcontractors shall adhere to the general prevailing rate of per diem wages as determined and as published by the State Director of the Department of Industrial Relations pursuant to Labor Code Sections 1770, 1773, and 1773.2. Copies of these rates and the latest revisions thereto are on file in the office of the City Clerk of the City of Lake Elsinore and are available for review upon request. b. Contractor's attention is directed to the provisions of Labor Code Sections 1774, 1775, 1776, 1777.5 and 1777.6. Contractor shall comply with the provisions of these Sections. The statutory provisions for penalties for failure to comply with the State's wage and the hours laws will be enforced. c. Labor Code Sections 1774 and 1775 require the Contractor and all subcontractors to pay not less than the prevailing wage rates to all workmen employed in the execution of the contract and specify forfeitures and penalties for failure to do so. The minimum wages to be paid are those determined by the State Director of the Department of Industrial Relations. Labor Code Section 1776 requires the Contractor and all subcontractors to keep accurate payroll records, specifies the contents thereof, their inspection and duplication procedures and certain notices required of the Contractor pertaining to their location. The statutory penalties for failure to pay prevailing wages will be enforced. If the Project has been awarded to Contractor on or after April 1, 2015, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner. Beginning January 1, 2016, Contractor and its subcontractors must furnish electronic certified payroll records to the Labor Commissioner without regard to when the Project was awarded to Contractor. d. Labor Code Section 1777.5 requires Contractor or subcontractor employing tradesmen in any apprenticeable occupation to apply to the Joint Apprenticeship Committee nearest the site of the public works project, which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen to be used in the performance of the Agreement. The Contractor is required to make contributions to funds established for the administration of apprenticeship programs if the Contractor employs registered apprentices or journeymen in any apprenticeable trade and if other contractors on the public works site are making such contributions. Information relative to apprenticeship standards, contributions, wage schedules and other requirements may be obtained from the State Director of Industrial Relations or from the Division of Apprenticeship Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 Standards. Labor Code Section 1777.6 provides that it shall be unlawful to refuse to accept otherwise qualified employees as registered apprentices solely on the grounds of race, religious creed, color, national origin, ancestry, sex, or age. e.Eight hours labor constitutes a legal day's work, as set forth in Labor Code Section 1810. 23.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. 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 CONTRACTOR” GMS Elevator Services Inc. City Manager ATTEST: By: Ronell Jobe Its: Owner City Clerk APPROVED AS TO FORM: City Attorney Assistant City Manager Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9 EXHIBIT A CONTRACTOR’S PROPOSAL ATTACHED] Docusign Envelope ID: B7F56D59-16A5-45F8-A123-C9EA450310D9