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Everlast Builders - City Hall RenovationAGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 25th day of April, 2016, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Everlast Builders Inc., having a principal place of business at 16654 Soledad Canyon Road, Suite 302 Canyon Country, CA 91387. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 31 ", 2016 and will continue in effect through December 30th, 2016 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreem 11 terminate this Agreement regardless of any other provision stated herein. n tial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. 4835 - 2267 -0361 v1 LAD04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $283,000.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be 4835 - 2267 -03610 _2_ LAC104706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. 4835 - 2267 -0361 v1 LACT4706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. 4835 - 2267 -0361v1 LAC104706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by the CITY to complete such services. 4835 - 2267 -0361 v1 _5_ LAC104706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article S above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. 4835 -2267 -0361 v1 LAC104706083 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. 4835- 2267 -0361 v1 _7_ LAC104706083 L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: Everlast Builders Inc. s Pc • i Social Security or Taxpayer Identification Number 80- 0478458 Approved as to Form ty Attorney 4835 - 2267 -0361 v1 LAC104706083 -g- CITY: CITY OF GILROY By: Name: Gabriel A. Gonzalez Title: City Administrator ATTEST• Ci lerk EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign V Ps t Ic gR ka , who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Walter Dunckel shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. 4835- 2267 -0361 v1 LAC104706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267 -0361 v1 _2_ LAC104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -0361 v1 _3_ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Walter Dunckel City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Everlasrl uilders Inc. 16654 Soledad Canyon Road Suite 302 Canyon Country, CA 91387 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 LAC104706083 -4 _ EXHIBIT "B" SCOPE OF SERVICES The project is comprised of a 27,000 square foot renovation of the City Hall building, including the Council Chambers. This site is located at 7351 Rosanna Street in Gilroy. This project consists of replacing all carpet at the site with carpet tiles, repainting all painted walls, removing some wallpaper and painting, and repainting ceiling (except in offices that have ceiling tiles). Everlast Builders Inc. will undertake and oversee the entire project. The project includes carpet replacement, selected wallpaper removal, and interior painting for City Hall, its offices, and the Council Chambers. During this project the building needs to remain in operation. In the Council Chamber, there may be an opportunity to perform day work while the space is not scheduled for operation. In the rest of City Hall, No work shall be performed between the hours of 7AM to 5:30PM, Monday through Friday. Cal -OSHA & Safety Requirements Safety of the public, city staff, and Contractor's staff is of prime importance to the city. The Contractor shall comply with all provisions of the California Occupational Health and Safety Act, and all applicable safety regulations, industry standard safety practices, the use of appropriate personal protection equipment, and the Contractors own code of safe practices and IIPP, taking all precautions in the performance of the project to prevent injury to persons and property. General Provisions Provide the City with the name of all employees involved in performing work on the project. Ensure that on site personnel shall satisfy any background checks the City may reasonably require. Coordinate painting, wallpaper removal, carpet replacement and furniture moving to ensure the most efficient schedule. Provide an up to date master schedule to the City weekly, and notify the City daily of any changes or adjustments to the schedule. The work in City Council will have to be carefully scheduled around City Council and other mandatory meetings. Contractor will provide a detailed project schedule prior to being allowed to start work on the project. The City Hall is comprised of three different areas. The order of completion for the areas inside City Hall are as follows: 1. Council Chambers 2. The center of City Hall, (which consists of City Hall West and City Hall East on Attachment D) 3. The Recreation Wing of City Hall 4835 - 2267- 0361v1 LAD04706083 Painting: A. Please refer to Attachment D floor plans drawings for reference and square footage. City Hall is approximately 27,100 square feet. Ceiling heights vary, and can be as high as about 25 feet. Areas on the drawings within Attachment D are shown in orange signify areas where wallpaper needs to be removed, prepared and painted. Area walls that require paint are shown in green. Walls that do not need work are not colored. B. Kelly Moore paint colors are as follows: 1. Overall Field Color— Scrolled Parchment KM4541 -1, Acrylic Latex Eggshell 2. Overall Trim Color —Soft Doe Skin KM4542 -1, Acrylic Latex Semi -Gloss 3. Ceiling Color — Acoustic White 46, Acrylic Latex Flat Different like color paints may be considered due to cost consideration, availability etc., however, any alternative would have to be approved by the City in writing. C. Provide all labor, materials, equipment, and supervision for designated wallpaper removal, prep and painting of existing interior surfaces, i.e. walls, doors, jambs, window frames. Ceilings with drop tile, or glued tile do not require painting. D. Remove wallpaper from areas specified in Attachment D, and prepare drywall for painting. E. In Council Chambers refinish seven wooden doors with stain to match existing doors. Sand, apply two coats of stain, and two coats of clear coat. Stain and clear coat to be proposed by Contractor and approved by City. F. Remove any unused drywall anchors, and repair all holes and other damage on walls prior to painting. G. Work areas, storage areas, etc., will require moving and repositioning of office equipment and furniture. Provide all labor, equipment, hand tools, materials and supervision required to perform all such work associated with project. All network cabling that needs to be unplugged shall be marked by the Contractor prior to getting unplugged, and needs to be plugged back into the proper ports. The Contractor shall be responsible for ensuring this is done properly. H. Contractor shall protect all surrounding furniture, surfaces, mechanical, electrical, computer hardware and other sensitive components from sanding dust, paint splatter, spills and/or overspray. Use sufficient drop cloths and protective coverings for the protection of floors, furnishings and adjacent surfaces. Contractor shall be responsible for providing and for the placement of drop cloths, tarps, plastic, flag tape and any other safety equipment required to protect the employees in the work area. Contractor shall be 4835- 2267 -0361A _2_ LAC104706083 responsible for the security and storage of his or her equipment and materials. I. All clean up shall comply with all applicable Federal, State, and local laws and regulations. Contractor shall remove paint where spilled, splashed, splattered or sprayed as work progresses using means and materials that are not detrimental to affected surfaces. Contractor shall, at all times, keep the site free from accumulation of waste materials, debris or rubbish caused by his or her employees at work. Contractor shall remove from the site all tools, surplus materials, debris or rubbish and shall leave the site and the work in a neat and orderly fashion at the completion of the work. Since the City Hall building needs to remain operational, the areas must left in a ready to work condition for the work week Monday through Friday. Whenever possible, clean up shall be conducted with water or water -based agents. Contractors may not utilize on -site office trash cans. Carpet Replacement A. Please refer to Attachment D floor plans drawings for reference and square footage. City Hall is approximately 27,100 square feet. Floor areas that are not carpeted are shown with black hash marks. All other areas (areas that are currently carpeted) will have carpet replaced. B. Provide all labor, materials, tools, equipment, supplies, and supervision to move office furniture, remove carpet, remove wall base, prepare floor base, install carpet tiles and wall base. Provide storage for all materials and equipment required. C. Remove all existing carpet and replace with the following 24 inch by 24 inch carpet tile: Mohawk Group Bigelow Achieve IT BT301 7855 Dynamic Taupe D. Contractor will arrange for the legal disposal of all rubbish and debris created by this project at the Contractor's expense. E. In Council Chambers, remove all bolted down seats, and all chairs along the windows. Contractor will arrange for metal recycling container, and place these metal chairs in the recycle bin. F. Properly float /repair, prepare all floors to accept the new carpet as per manufacturer's installation instructions and specifications. Ensure that installation meets all the 4835 - 2267 -0361 v1 _3 _ LAC104706083 manufacturer's warranty requirements. G. Provide for and/or adjust all doors, doorways, thresholds or transition strips as necessary. H. Provide 5% extra carpet tiles base on the square footage tiles at end of the project for future use by the city. I. Work areas, and other areas inside City Hall, will require moving and repositioning of office equipment and furniture. Provide all labor, equipment, hand tools, materials and supervision required to perform all such work associated with project. All network cabling that needs to be unplugged shall be marked by the Contractor prior to getting unplugged, and needs to be plugged back into the proper ports. The Contractor shall be responsible for ensuring this is done properly. J. This project will be completed in sections after normal business hours on weekdays or on weekends. At the conclusion of each day's work, the area must be left in a ready to work condition for the normal work week Monday through Friday K. Any existing surfaces damaged or modified during construction will be repaired or replaced. L. Contractor will use appropriate safety measures to provide a safe working area for all employees and property occupants. M. All construction shall be completed in accordance with industry standard practices. All products will be installed to meet California building standards. 4835 - 2267 -03610 LAD04706083 -4- EXHIBIT "C" MILESTONE SCHEDULE Mobilization June 6th - 7th Council Chambers June 8th - 13th City Hall West: Hallways and Common Areas & Inspections Office June 14th - 20th Rooms 003, 002, 004, 005, 006, 007, 008, 009, 010 June 21 st - 24th Rooms 011, 012, 013, 014, 015, 016, 017, 027 June 27th - July 1 st Rooms 001, 018, 030, 022, 021, 020, 019, 023, 024, 025, 026 July 4th - 8th City Hall East: Rooms 003, 004, 005, 006, 007, 008, 009, 010 July 11th - 15th Rooms 011, 012, 013, 014, 015, 016, 018, 001, 002 July 18th - 22nd Recreation: Rooms 003, 002, 004, 005, 006, 007 July 25th - 29th Rooms 011, 012, 013, 008 Aug 1 st - 5th 4835 - 2267 -03610 LAC104706083 EXHIBIT "D" PAYMENT SCHEDULE Mobilization /Materials : $68,000.00 to be paid within 30 days of the contract being approved, for the mobilization and materials for the City Hall Renovation Project. Main Wing of City Hall: $160,000.00 to be paid within 30 days -of the successful completion of the East and West sides (Main Wing) of City Hall. Recreation Wing of City Hall: $41,0000.00 to be paid within 30 days of the successful completion of the Recreation Wing of City Hall. Retention: Retention payment $14,000.00 to be paid within 30 days of successful completion of any outstanding items. 4835 - 2267 -03610 LAC104706083 EVERL -1 OP ID: CPEC .a►16. R CERTIFICATE OF LIABILITY INSURANCE DATE 04 /19 /2016Y) 04/19/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Rock 10 Insurance Services P.O. Box 15608 NAME: Antonio Guadarrama PHONE x : 866- 376 -2510 at No): 866 -376 -2511 o. EI ADDRESS: antonio@rocklOinsurance.com San Diego, CA 92175 Antonio Guadarrama COMMERCIAL GENERAL LIABILITY INSURERS AFFORDING COVERAGE NAIC # INSURER A: Capitol Specialty Insurance 10328 $ 1,000,00 INSURED Everlast Builders, Inc. Vasilis Tsangarides 24303 Walnut Street STE 200 INSURER B: California Automobile Insuranc 38342 INSURER C : Financial Pacific Ins. Co. 31453 INSURER D : Everest National Insurance Co. 10120 Newhall, CA 91321 INSURER E : Westchester Surplus Lines Ins $ 50,00 INSURER F $ 5,00 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 CLAIMS -MADE OCCUR X X CT2015056601 1010612015 10106/2016 PREMISES Ea occurrence $ 50,00 MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY PRO- JECT 7 LOC PRODUCTS - COMP/OP AGG $ 2,000,00 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ccident Ea a $ 1,000,00 X BODILY INJURY (Per person) $ B ANY AUTO BA040000016534 08/03/2015 08/03/2016 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED AUTOS NON -OWNED AUTOS $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,00 X AGGREGATE $ 4,000,00 C EXCESS LIAB CLAIMS -MADE 27303647 10106/2015 10/06/2016 DED I I RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? M (Mandatory in NH) N/A 7600015693151 10/31/2015 10/31/2016 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 E Pollution Liab G27598122001 05/15/2015 05/15/2016 Limit 5,000,00 Ded 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Job# 16- RFP -ASD -387 - 7351 Rosanna Street, Gilroy CA 95020. City of Gilroy and Harry L. Murphy Flooring are included as Additional Insured under Commercial GL policy per attached endorsement (CG 20 10 04 13), subject to written contract between Named Insured and Additional Insured. GL coverage is primary Sr noncontributory. GL Waiver of Subrogation applies. [tlaN112Ni_\I;V:NJ491ZIN CITYOGI City of Gilroy 7351 Rosanna St. Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01e46*AA10__ ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CT20150566-01 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations City of Gilroy As required by written contract that is executed on or 7351 Rosanna Street, Gilroy, CA 95020 after the policy inception. Harry L Murphy Inc. As required by written contract that is executed on or 42 Bonaventura Drive, San Jose, CA 95134 after the policy inception. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury', "property will not be broader than that which you are damage" or "personal and advertising injury" required by the contract or agreement to caused, in whole or in part, by: provide for such additional insured. 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 3 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 3 0 Insurance Services Office, Inc., 2012 CG 20 10 0413 C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111 — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 3 of 3 ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CC 01 139 11 13 PRIMARY / NON - CONTRIBUTORY INSURANCE ENDORSEMENT FOR A SPECIFIED PROJECT This Endorsement shall not serve to increase our limits of insurance, as described in SECTION III - LIMITS OF INSURANCE. Name of Person or Organization: Any person or organization when you have agreed in writing in a contract or agreement that such person or organization be added as an Additional Insured. Name of Project: Where specified by written contract. Effective Date: 10/06/2015 In consideration of the payment of premiums, it is hereby agreed that the following changes are incorporated into the policy: It is agreed that such insurance as is afforded to the person or organization named above as Additional Insured under the applicable Additional Insured Endorsement attaching to this policy shall be considered primary and non - contributory to such person or organization if other valid and collectible insurance is available to such person or organization for a loss or occurrence we cover for such person or organization, but only as respects liability arising out of `your work" performed by the Named Insured for the person or organization named above at the project designated above. This Endorsement applies only to: "Bodily injury" or "property damage" caused by an "occurrence" under Coverage A not otherwise excluded in the policy to which this Endorsement applies. All other terms, conditions and exclusions under the policy are applicable to this Endorsement and remain unchanged. CC 01 139 11 13 Page 1 of 1 POLICY NUMBER: CT20150566 -01 COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization when you have agreed in writing in a contract or agreement to waive your right of recovery against such person or organization. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 13