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SR 10-10-2023 5C City Council Report City Council Meeting: October 10, 2023 Agenda Item: 5.C 1 of 4 To: Mayor and City Council From: Rick Valte, Public Works Director, Public Works, Facilities Maintenance Subject: Approval of First Modification of Agreement with Best Contracting Services, Inc. for Citywide Roofing Services Recommended Action Staff recommends that the City Council: 1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities), of the California Environmental Quality Act (CEQA) Guidelines. 2. Authorize the City Manager to negotiate and execute a first modification to agreement 10854 in the amount not to exceed $854,620 with Best Contracting Services, Inc., for citywide roofing contractor services. This would result in a seven-year amended agreement through September 26, 2026, with a new total amount not to exceed $1,229,620, with future funding contingent on Council budget approval. Summary The City of Santa Monica’s Public Works Department contracts out roofing repair and replacement services to maintain the structural integrity, safety, and appearance of City facility roofs. On June 11, 2019, Council authorized the City Manager to split the award of bid 4377 to Best Contracting Services, Inc., Letner Roofing, Inc., and Maverick Roofing, Inc. Staff recommended a split award to ensure the City had access to the best pricing, prompt response times, and applicable project expertise. However, Letner Roofing and Maverick Roofing have been unresponsive to the City’s roofing repair requests. Therefore, staff will terminate the agreements with Letner Roofing (agreement 10855) and Maverick Roofing (agreement 10856) and, upon approval of this item by Council, would negotiate a first modification of agreement 10854 with Best Contracting 5.C Packet Pg. 209 2 of 4 Services, Inc. This first modification would result in a seven-year amended agreement through September 26, 2026, with a new total amount not to exceed $1,229,620. Discussion The Public Works Department contracts out approximately 30 roofing projects annually. These projects include roof repairs and replacements, leak mitigations, and installations of coatings, gutters, roof drains, and skylights. It is necessary to contract out these projects as City staff do not possess the required equipment, specialized skills, training, and licensing. On June 11, 2019 (Attachment A), Council authorized the City Manager to split the award for bid 4377 and execute agreements as follows: 1) agreement #10854 with Best Contracting Services (Attachment B) as the primary contractor for roofing projects that contain a waterproofing component for a total amount not to exceed $375,000 over a five-year period; 2) agreement #10855 with Letner Roofing (Attachment C) as the primary contractor for large-scale roofing repairs and replacements for a total amount not to exceed $580,650 over a five-year period; and 3) agreement #10856 with Maverick Roofing (Attachment D) as the primary contractor for minor and urgent repairs for a total amount not to exceed $275,000 over a five-year period. The total authority for all agreements would not exceed $1,230,650. Since the agreements were executed, Letner Roofing and Maverick Roofing have been unresponsive to staff’s roofing repair requests while Best Contracting Services, Inc. has been highly responsive. Agreement #10855 was executed on October 30, 2019 with Letner Roofing and they have responded to one out of 20 project requests. On November 11, 2022, staff received e-mail correspondence from Letner Roofing requesting that the agreement be terminated. Agreement #10856 was executed on August 29, 2019 with Maverick Roofing and they have not responded to any of the 17 project requests sent to them. Staff has attempted to contact Maverick Roofing but have been unsuccessful. Agreement #10854 was executed on September 26, 2019, with Best Contracting Services and they have satisfactorily provided roofing contractor services for over 100 projects. 5.C Packet Pg. 210 3 of 4 Due to the unresponsiveness of the above-mentioned contractors, staff has expended the total amount not to exceed with Best Contracting Services. Staff recommends increasing contract 10854 by $854,620 and extending the contract by an additional two years. This will ensure that staff has continued access to a dependable roofing contractor to protect the City’s infrastructure. This recommendation would result in a first modification of agreement 10854 in the amount of $854,620 with Best Contracting Services, Inc. for a new total amount not to exceed $1,229,620 over a seven-year period. Environmental Review The awards for roofing contractor services are categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301. Section 15301 of the CEQA State Guidelines provides Class 1 (exiting facilities) exemption for projects that consists of the operation, repair, maintenance, leasing, licensing, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of the existing or former use. The awards for the roofing contractor services would not result in any modifications to existing facilities. The existing facilities would be maintained and repaired with roofing contractor services and the award of services would not expand or materially change existing facilities or operations. Furthermore, none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2, apply to this exemption. Therefore, the project is categorically exempt as set forth in Section 15301 of the CEQA State Guidelines. Past Council Actions Meeting Date Description 06/11/19 (Attachment A) Award Agreement for Citywide Roofing Contractor Services 5.C Packet Pg. 211 4 of 4 Financial Impacts and Budget Actions Staff seeks authority to approve available funding from various funds to increase the amount of agreement 10854 with Best Contracting Services, Inc. for citywide roofing contractor services. Future year funding is contingent on Council budget approval. Agreement Modification Request Agreement # Current Authorized Amount Request Amount Dept Account # Total Revised Contract Amount 10854 $375,000 $854,620 Various Accounts $1,229,620 Prepared By: Kyla Johnson, Senior Administrative Analyst Approved Forwarded to Council Attachments: A. Staff Report_June 11, 2019 B. Best Contracting Services_Agreement 10854 C. Letner Roofing_Agreement 10855 D. Maverick Roofing_Agreement 10856 E. Best Contracting OAKS 5.C Packet Pg. 212 City Council Report City Council Meeting: June 11, 2019 Agenda Item: 3.D 1 of 4 To: Mayor and City Council From: Susan Cline, Director, Public Works, Facilities Maintenance Subject: Award Agreement for Citywide Roofing Contractor Services Recommended Action Staff recommends that City Council: 1. Award Bid #4377 to Best Contracting Services, Inc., Danny Letner Inc., dba Letner Roofing and Maverick Roofing, Inc., all California-based companies, for roofing contractor services for the Public Works Department; 2. Authorize the City Manager to negotiate and execute an agreement with Best Contracting Services, Inc. in an amount not to exceed $150,000 for two years, with one additional three-year renewal option in the amount of $225,000, on the same terms and conditions, for a total amount not to exceed $375,000 over a five-year period, with future year funding contingent on Council budget approval; 3. Authorize the City Manager to negotiate and execute an agreement with Letner Roofing, Inc., in an amount not to exceed $200,000 for two years, with one additional three-year renewal option in the amount of $380,650, including a 15% increase for year three and a 10% increase for years four and five, for a total amount not to exceed $580,650 over a five-year period, with future year funding contingent on Council budget approval; 4. Authorize the City Manager to negotiate and execute an agreement with Maverick Roofing, Inc., in an amount not to exceed $110,000 for two years, with one additional three-year renewal option in the amount of $165,000, on the same terms and conditions, for a total amount not to exceed $275,000 over a five-year period, with future year funding contingent on Council budget approval. Summary To maintain the structural integrity, safety and appearance of City facility roofs, the Facilities Maintenance Division contracts out roofing repair and replacement services. Staff recommends a split award for Bid #4377 as follows: Best Contracting Services, Inc., would be the primary contractor for roofing projects that contain a waterproofing component for a total amount not to exceed $375,000 over a five-year period; Letner Roofing would be the primary contractor for large-scale roofing repairs and replacements for a total amount not to exceed $580,650 over a five-year period; and 5.C.a Packet Pg. 213 Attachment: Staff Report_June 11, 2019 (5910 : 1st Modification of Contract for Citywide Roofing Service) 2 of 4 Maverick Roofing Inc., would be the primary contractor for minor and urgent repairs, for a total amount not to exceed $275,000 over a five-year period. Discussion The Facilities Maintenance Division contracts out approximately 30 roofing projects annually. These projects include repairs, replacements, leak mitigation, and installing coatings, gutters, roof drains and skylights. It is necessary to contract out these jobs as in-house staff do not possess the necessary equipment, specialized skills, training and licensing. To ensure the City has access to the best pricing, prompt response times and applicable project expertise, staff recommends splitting the award between Best Contracting Services, Inc., Letner Roofing and Maverick Roofing, Inc. Best Contracting Services, Inc. would primarily provide roofing services such as leak mitigation and waterproofing as Best Contracting has satisfactorily provided such services for the City over the past three years. Based on Letner Roofing’s extensive experience with multi- million dollar projects, Letner Roofing would provide services for the City’s large-scale projects that are often long-term, intricate and require a large workforce. Maverick Roofing, Inc. has the lowest minimum call-out charge and fastest response time, thus Maverick Roofing would perform urgent and minor repairs that require a prompt response time and are small-scale in nature. Vendor/Consultant Selection Bid Data Bid Posting Date Bid Posted On Bid Advertised In (City Charter & Municipal Code) # of Vendors Downloaded # of Submittals Received Date Publicly Opened 1/31/2019 City's Online Bidding Site Santa Monica Daily Press 28 5 2/22/2019 Submittals Received Selection Criteria Best Contracting Services, Inc. $85.00/hour Municipal Code SMMC 2.24.072 $160.00/hour (OT) Commercial Roofing Systems, Inc. $109.00/hour Evaluation Criteria Price, previous experience, ability to deliver, quality of product, and compliance with City specifications. $153.00/hour (OT) 5.C.a Packet Pg. 214 Attachment: Staff Report_June 11, 2019 (5910 : 1st Modification of Contract for Citywide Roofing Service) 3 of 4 Concrete Construction $130.00/hour Best and Lowest Bidders Best Contracting Services, Inc., Letner Roofing and Maverick Roofing, Inc. $177.00/hour (OT) Letner Roofing $104.84/hour $137.45/hour (OT) Maverick Roofing, Inc. $55.69/hour $72.88/hour (OT) Best Bidder Justification Best Contracting Services, Inc. has satisfactorily provided roofing contractor services for the City for the past three years. In addition, Best Contracting Services, Inc. has continued to provide competitive pricing and dependable service. Letner Roofing was the most experienced bidder by over 20 years, and their bid submittal yielded impressive references. Letner Roofing has successfully completed multi-million-dollar projects for the University of Southern California, Cedars-Sinai Medical Center, Irvine School District and the University of California, Los Angeles. These organizations confirmed that Letner Roofing provided satisfactory work and remained budget-conscious. Maverick Roofing, Inc. has provided roofing contractor services for the City, as a subcontractor, for the past year. Maverick Roofing has provided fast response times and the most competitive pricing. Based on these criteria, Best Contracting Services, Inc., Letner Roofing and Maverick Roofing, Inc., are recommended as the best bidders. *Lowest bids were based on the general pricing total (regular time and overtime) Financial Impacts and Budget Actions Staff seeks authority to award agreements with Best Contracting Services, Inc., Letner Roofing and Maverick Roofing, Inc. for roofing contractor services. Agreement Requests Contractor Request Amounts FY 2019-20 Budget Public Works Department Account # Total Contract Amounts Best Contracting Services, Inc. $75,000 01500020.529480 $375,000 Letner Roofing $100,000 01500020.529480 $580,650 Maverick Roofing, Inc. $55,000 01500020.529480 $275,000 Future year funding is contingent on Council budget approval 5.C.a Packet Pg. 215 Attachment: Staff Report_June 11, 2019 (5910 : 1st Modification of Contract for Citywide Roofing Service) 4 of 4 Prepared By: Kyla Johnson, Senior Administrative Analyst Approved Forwarded to Council Attachments: A. Best Contracting Services Oaks Initiative Disclosure Form B. Letner Roofing Co. Oaks Initiative Disclosure Form C. Maverick Roofing Oaks Initiative Disclosure Form 5.C.a Packet Pg. 216 Attachment: Staff Report_June 11, 2019 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 1 - Contract No. 10854 (CCS) CONTRACTUAL SERVICES AGREEMENT This Contractual Services Agreement (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Best Contracting Services Inc. (“Best Contracting Services”), is made with reference to the following: RECITALS: A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Best Contracting Services is qualified to do business, and is doing business, in the State of California. Best Contracting Services represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract. C. The City and Best Contracting Services desire to enter into an agreement for the Best Contracting Services to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERMS AND CONDITIONS 1. Term. This Agreement begins on the Execution Date and terminates two calendar years after the Execution Date, unless sooner terminated in accordance with Section 14. 1.1 Option to Extend. The City, in its sole and complete discretion, shall have the option to renew this agreement for (1) additional (3) year period (“Extension Term”), in accordance with the schedule set forth in Exhibit B. 2. Best Contracting Services Services. Best Contracting Services will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Best Contracting Services will complete the Services in accordance with Exhibit B, Budget. 3. City Services. The City agrees to: 16.1 Make available to Best Contracting Services any currently existing documents, data or information required for the performance of the Services. 16.2 Designate a representative authorized to act on behalf of City. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 9/26/2019 5.C.b Packet Pg. 217 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 2 - 16.3 Promptly examine and render findings on all documents submitted for staff review by Best Contracting Services. 4. Compensation. The City will compensate Best Contracting Services for the Services performed in an amount not to exceed $150,000 as set forth in Exhibit B. 4.1 Total Amount Not To Exceed. In the event the City exercises the (1) additional (3) year renewal option, the total amount for the Term and Extension Term shall not exceed $375,000, as set forth in Exhibit B. 5. Invoices. Best Contracting Services will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. 6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 6.1 All notices, demands, requests or approvals to the City: Facilities Maintenance Division City of Santa Monica 2500 Michigan Avenue Santa Monica, California 90404 Attention: Shidan Adlparvar Re: Contract No. 10854 with a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: City Attorney Re: Contract No. 10854 6.2 All notices, demands, requests or approvals to Best Contracting Services: Best Contracting Services 19027 S. Hamilton Avenue Gardena, CA 90248-4408 Attention: Candys Simpkins cruffin@bestcontracting.com; 310-328-6969 Ext. 243 Re: Contract No. 10854 7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 218 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 3 - of Best Contracting Services or any of Best Contracting Services’ agents, employees, or subcontractors, except as otherwise provided in this Agreement. 8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Best Contracting Services, and approved as to form by the City Attorney. 9. Insurance. Prior to commencing work, Best Contracting Services must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Best Contracting Services or Best Contracting Services’ agents, representatives, employees or subcontractors for the duration of this Agreement. Best Contracting Services must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications. 10. Defense and Indemnification. 10.1 Best Contracting Services agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Best Contracting Services, or Best Contracting Services’ employees, agents, officers, and subcontractors. Best Contracting Services’ responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Best Contracting Services, its employees, agents or officers, or subcontractors; provided, however, that Best Contracting Services’ duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding Best Contracting Services’ obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Best Contracting Services, if City chooses to do so. 10.2 Enforcement Costs. Best Contracting Services agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 219 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 4 - 11. Prohibition Against Transfers. 11.1 Best Contracting Services may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. 11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Best Contracting Services or of any general partner or joint venturer or syndicate member of Best Contracting Services, if a partnership or joint venture or syndicate exists, which results in changing the control of Best Contracting Services, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. 12. Permits and Licenses. Best Contracting Services, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. 13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement. 14. Default and Termination. 14.1 If Best Contracting Services fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Best Contracting Services. 14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Best Contracting Services. Upon termination of this Agreement, City will pay Best Contracting Services any compensation earned and unpaid up to the effective date of termination. 15. Compliance with Law. Best Contracting Services must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City including, but not limited to, Articles 2 and 3, Division 2, Part 7, Chapter 1 of the Labor Code, State of California related to prevailing wage, apprentices, penalties and certified payroll. 16. Registration with the Department of Industrial Relations; Compliance Monitoring. 16.1 No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 220 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 5 - limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. 16.2 No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. 16.3 This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 17. Discrimination. Best Contracting Services may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. 18. Nuisance. Best Contracting Services may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 19. Records. 19.1 Best Contracting Services must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subcontractor costs, or other direct costs. Best Contracting Services must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment. 19.2 Best Contracting Services must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Best Contracting Services must clearly identify all records and make them readily accessible to the City. At the City’s request, Best Contracting Services must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. 19.3 Best Contracting Services must allow the City to have free access to Best Contracting Services’ books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Best Contracting Services’ records, and Best Contracting Services agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Best Contracting Services, Best Contracting Services agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. 20. Work Product; Reports. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 221 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 6 - 20.1 Any work product prepared or caused to be prepared by Best Contracting Services or any subcontractor for this Agreement will be the exclusive property of City. No work product given to or prepared by Best Contracting Services or any subcontractor pursuant to this Agreement may be made available to any individual or organization by Best Contracting Services without prior written approval by City. 20.2 At the City’s request, Best Contracting Services must furnish reports concerning the status of the Services. 21. Standard of Care. Best Contracting Services agrees to provide all Services, including services performed by any subcontractor, in a manner consistent with the level of care and skill ordinarily exercised by members of Best Contracting Services’ profession currently practicing in the same locality under similar conditions. 22. Subcontractors. 22.1 If Best Contracting Services proposes to have any subcontractor perform any part of the Services, Best Contracting Services must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subcontractor, and the total price or hourly rates used in preparing an estimated cost for the subcontractor’s services. The City, in its sole discretion, may grant or deny the request. 22.2 Best Contracting Services will be responsible for the quality of any subcontractor’s work. Every subcontract or agreement of any kind entered into between Best Contracting Services and any subcontractor (or between any subcontractor and others) must contain the following provision: This agreement is consistent with all terms and conditions of the Agreement No. 10854 (CCS) entered into between the City of Santa Monica and Best Contracting Services on^^____________________. 23. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement. 24. Venue and Jurisdiction. The City and Best Contracting Services agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 9/26/2019 5.C.b Packet Pg. 222 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 7 - 25. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. 26. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein. Exhibit A Scope of Services Exhibit B Budget Exhibit C Insurance Requirements In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager Best Contracting Services Corporation #VENDOR By: ________________________________ DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 Lane Dilg 8/23/2019 City Attorney Kayhan Fatemi 9/16/2019 Best Contracting Services, Inc. Executive V.P. 9/26/2019 City Manager Rick Cole 9/26/2019 City Clerk Denise Anderson-Warren 5.C.b Packet Pg. 223 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit A Scope of Services 1. GENERAL. Best Contracting Services, Inc. shall provide roofing repair and replacement services at various City facilities. Work may include roof replacements or repairs on a wide variety of roof types, emergency call outs for leak mitigation, and associated work involving coatings, flashings, gutters, HVAC unit replacements (roof work only), parapet well, roof drains/ scuppers, and skylights. Jobs shall be quoted individually and requested as required (no guaranteed usage). 2. APPROVAL OF WORK. Best Contracting Services, Inc. shall provide a written proposal with pricing for approval for all jobs requested by Facilities Maintenance staff. All work under this contract must be authorized by the Carpenter Crew Leader, Facilities Supervisor or Facilities Services Administrator. City staff shall approve all jobs in writing prior to the start of work (generally in the form of an e-mail approval) with the exception of emergency work requested by staff to address a clear and present hazard to the public, City staff, the environment and/or City property. A written proposal or invoice shall be submitted to the City with accurate cost information as soon as is practicable after emergency work approval based on a verbally provided cost estimate. 3. CONTRACTORS LICENSE / REGISTRATION WITH THE STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS. Best Contracting Services, Inc. shall maintain a valid C-39 California Roofing Contractors License during the term of this agreement. Best Contracting Services, Inc. must have appropriate certifications to work on certain roof material (e.g. Sika Sarnafil). If required, Best Contracting Services, Inc. shall maintain a valid registration as a Public Works contractor on the Department of Industrial Relations website: http://www.dir.ca.gov/Public-Works/PublicWorks.html 4. PERFORMANCE OF WORK. Work dates / times shall be coordinated in advance with City Carpentry staff who shall facilitate access to City locations. The City may opt to provide materials and/or labor to assist with various work. 5. PREVAILING WAGE / CERTIFIED PAYROLL RECORDS. The City shall notify Best Contracting Services, Inc. of projects to be performed under this contract where prevailing wage must be paid and certified payroll records must be submitted. Certified payroll records shall be submitted electronically via the State Department of Industrial Relations’ electronic Certified Payroll Reporting (eCPR) system, and if requested, to Facilities Maintenance staff. 6. WASTE MATERIALS DISPOSAL. Best Contracting Services, Inc. shall remove any trash and waste materials generated by work performed under this contract unless otherwise specified by Facilities Maintenance staff. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 224 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit B Budget I. Labor Rates. Jobs shall be quoted individually with specifications provided by Facilities Maintenance Division staff using the labor rates noted below (per Bid 4377). Contract Term Regular Labor Rate (Per Hour) Overtime Labor Rate (Per Hour) Years 1 & 2 $ 85 $ 160 II. Additional Pricing. 2.1.1. The after-hours / weekend labor rate (otherwise known as Overtime) shall be applicable for work completed Friday – Monday after 4 p.m. 2.1.2. The minimum call-out charge shall be $2,000. III. Total Compensation. 3.1.1. The City will compensate Best Contracting Services, Inc. for the services performed in an amount to exceed $150,000 for the Contract Term. 3.1.2. Extension Term: (1) additional (3) year renewal option; the total amount for the Term and Extension Term shall not exceed ($375,000). IV. Invoices. Best Contracting Services, Inc. shall invoice the City per job under Net 30 terms. Extension Term Regular Labor Rate (Per Hour) Overtime Labor Rate (Per Hour) Years 3,4 &5 $ 85 $ 160 DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 225 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit C Insurance Requirements Contractual Services Agreement Insurance Requirements Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1). If the Contractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 226 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Contractor’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Contractor to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the name insured or the City of Santa Monica. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. Verification of Coverage Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 227 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Failure to Maintain Insurance Coverage If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Contractor resulting from said breach. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: 4F1429B3-9603-4898-B0EA-5ABCB0233C19 5.C.b Packet Pg. 228 Attachment: Best Contracting Services_Agreement 10854 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 1 - Contract No. 10855 (CCS) CONTRACTUAL SERVICES AGREEMENT This Contractual Services Agreement (“Contract”), entered into as of _________________ (“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Danny Letner Inc. (“Letner Roofing Co.”), is made with reference to the following: RECITALS: A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Letner Roofing Co. is qualified to do business, and is doing business, in the State of California. Letner Roofing Co. represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract. C. The City and Letner Roofing Co. desire to enter into an agreement for the Letner Roofing Co. to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERMS AND CONDITIONS 1. Term. This Agreement begins on the Execution Date and terminates two calendar years after the Execution Date, unless sooner terminated in accordance with Section 14. 1.1 Option to Extend. The City, in its sole and complete discretion, shall have the option to renew this agreement for one (1) additional 3-year period (“Extension Term”), in accordance with the schedule set forth in Exhibit B. 2. Letner Roofing Co. Services. Letner Roofing Co. will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Letner Roofing Co. will complete the Services in accordance with Exhibit B, Budget. 3. City Services. The City agrees to: 16.1 Make available to Letner Roofing Co. any currently existing documents, data or information required for the performance of the Services. 16.2 Designate a representative authorized to act on behalf of City. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 10/30/2019 5.C.c Packet Pg. 229 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 2 - 16.3 Promptly examine and render findings on all documents submitted for staff review by Letner Roofing Co. 4. Compensation. The City will compensate Letner Roofing Co. for the Services performed in an amount not to exceed $200,000 as set forth in Exhibit B. 4.1 Total Amount Not To Exceed. In the event the City exercises the one (1) additional 3-year renewal option, the total amount for the Term and Extension Term shall not exceed $580,650, as set forth in Exhibit B. 5. Invoices. Letner Roofing Co. will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. 6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows: 6.1 All notices, demands, requests or approvals to the City: Facilities Maintenance Division City of Santa Monica 2500 Michigan Avenue Santa Monica, California 90404 Attention: Shidan Adlparvar Re: Contract No. 10855 with a copy to: Santa Monica City Attorney’s Office 1685 Main Street, Third Floor Santa Monica, California 90401 Attention: City Attorney Re: Contract No. 10855 6.2 All notices, demands, requests or approvals to Letner Roofing Co.: Letner Roofing Co. 1490 N. Glassell Street Orange, CA 92867 Attention: Dennis Olson rzazueta@letner.com; 310-328-6969 Ext. 243 Re: Contract No. 10855 7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 230 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 3 - of Letner Roofing Co. or any of Letner Roofing Co.’s agents, employees, or subcontractors, except as otherwise provided in this Agreement. 8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Letner Roofing Co. and approved as to form by the City Attorney. 9. Insurance. Prior to commencing work, Letner Roofing Co. must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Letner Roofing Co. or Letner Roofing Co.’s agents, representatives, employees or subcontractors for the duration of this Agreement. Letner Roofing Co. must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications. 10. Defense and Indemnification. 10.1 Letner Roofing Co. agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Letner Roofing Co. , or Letner Roofing Co. ’ employees, agents, officers, and subcontractors. Letner Roofing Co. ’ responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Letner Roofing Co. , its employees, agents or officers, or subcontractors; provided, however, that Letner Roofing Co. ’ duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding Letner Roofing Co.’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Letner Roofing Co. if City chooses to do so. 10.2 Enforcement Costs. Letner Roofing Co. agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. 11. Prohibition Against Transfers. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 231 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 4 - 11.1 Letner Roofing Co. may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. 11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Letner Roofing Co. or of any general partner or joint venturer or syndicate member of Letner Roofing Co. , if a partnership or joint venture or syndicate exists, which results in changing the control of Letner Roofing Co. , will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. 12. Permits and Licenses. Letner Roofing Co. at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. 13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement. 14. Default and Termination. 14.1 If Letner Roofing Co. fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Letner Roofing Co. 14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Letner Roofing Co. Upon termination of this Agreement, City will pay Letner Roofing Co. any compensation earned and unpaid up to the effective date of termination. 15. Compliance with Law. Letner Roofing Co. must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City including, but not limited to, Articles 2 and 3, Division 2, Part 7, Chapter 1 of the Labor Code, State of California related to prevailing wage, apprentices, penalties and certified payroll. 16. Registration with the Department of Industrial Relations; Compliance Monitoring. 16.1 No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 232 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 5 - 16.2 No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. 16.3 This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 17. Discrimination. Letner Roofing Co. may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. 18. Nuisance. Letner Roofing Co. may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 19. Records. 19.1 Letner Roofing Co. must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subcontractor costs, or other direct costs. Letner Roofing Co. must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment. 19.2 Letner Roofing Co. must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Letner Roofing Co. must clearly identify all records and make them readily accessible to the City. At the City’s request, Letner Roofing Co. must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. 19.3 Letner Roofing Co. must allow the City to have free access to Letner Roofing Co.’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Letner Roofing Co.’s records, and Letner Roofing Co. agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Letner Roofing Co., Letner Roofing Co. agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. 20. Work Product; Reports. 20.1 Any work product prepared or caused to be prepared by Letner Roofing Co. or any subcontractor for this Agreement will be the exclusive property of City. No work product given to or prepared by Letner Roofing Co. or any subcontractor DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 233 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 6 - pursuant to this Agreement may be made available to any individual or organization by Letner Roofing Co. without prior written approval by City. 20.2 At the City’s request, Letner Roofing Co. must furnish reports concerning the status of the Services. 21. Standard of Care. Letner Roofing Co. agrees to provide all Services, including services performed by any subcontractor, in a manner consistent with the level of care and skill ordinarily exercised by members of Letner Roofing Co. ’ profession currently practicing in the same locality under similar conditions. 22. Subcontractors. 22.1 If Letner Roofing Co. proposes to have any subcontractor perform any part of the Services, Letner Roofing Co. must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subcontractor, and the total price or hourly rates used in preparing an estimated cost for the subcontractor’s services. The City, in its sole discretion, may grant or deny the request. 22.2 Letner Roofing Co. will be responsible for the quality of any subcontractor’s work. Every subcontract or agreement of any kind entered into between Letner Roofing Co. and any subcontractor (or between any subcontractor and others) must contain the following provision: This agreement is consistent with all terms and conditions of the Agreement No. 10855 (CCS) entered into between the City of Santa Monica and Letner Roofing Co. on^^____________________. 23. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement. 24. Venue and Jurisdiction. The City and Letner Roofing Co. agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. 25. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 10/30/2019 5.C.c Packet Pg. 234 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) - 7 - 26. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein. Exhibit A Scope of Services Exhibit B Budget Exhibit C Insurance Requirements In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager Letner Roofing Co. Corporation By: ________________________________ DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 10/23/2019 City Attorney Lane Dilg Jose Romero Rick Cole City Manager 10/30/2019 City Clerk Denise Anderson-Warren 10/31/2019 5.C.c Packet Pg. 235 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit A Scope of Services 1. GENERAL. Letner Roofing Co. shall provide roofing repair and replacement services at various City facilities. Work may include roof replacements or repairs on a wide variety of roof types, emergency call outs for leak mitigation, and associated work involving coatings, flashings, gutters, HVAC unit replacements (roof work only), parapet well, roof drains/ scuppers, and skylights. Jobs shall be quoted individually and requested as required (no guaranteed usage). 2. APPROVAL OF WORK. Letner Roofing Co. shall provide a written proposal with pricing for approval for all jobs requested by Facilities Maintenance staff. All work under this contract must be authorized by the Carpenter Crew Leader, Facilities Supervisor or Facilities Services Administrator. City staff shall approve all jobs in writing prior to the start of work (generally in the form of an e-mail approval) with the exception of emergency work requested by staff to address a clear and present hazard to the public, City staff, the environment and/or City property. A written proposal or invoice shall be submitted to the City with accurate cost information as soon as is practicable after emergency work approval based on a verbally provided cost estimate. 3. CONTRACTORS LICENSE / REGISTRATION WITH THE STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS. Letner Roofing Co. shall maintain a valid C-39 California Roofing Contractors License during the term of this agreement. Letner Roofing Co. must have appropriate certifications to work on certain roof material (e.g. Sika Sarnafil). If required, Letner Roofing Co. shall maintain a valid registration as a Public Works contractor on the Department of Industrial Relations website: http://www.dir.ca.gov/Public-Works/PublicWorks.html 4. PERFORMANCE OF WORK. Work dates / times shall be coordinated in advance with City staff who shall facilitate access to City locations. The City may opt to provide materials and/or labor to assist with various work. 5. PREVAILING WAGE / CERTIFIED PAYROLL RECORDS. The City shall notify Letner Roofing Co. of projects to be performed under this contract where prevailing wage must be paid and certified payroll records must be submitted. Certified payroll records shall be submitted electronically via the State Department of Industrial Relations’ electronic Certified Payroll Reporting (eCPR) system, and if requested, to Facilities Maintenance staff. 6. WASTE MATERIALS DISPOSAL. Letner Roofing Co. shall remove any trash and waste materials generated by work performed under this contract unless otherwise specified by Facilities Maintenance staff. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 236 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit B Budget I. Labor Rates. Jobs shall be quoted individually with specifications provided by Facilities Maintenance Division staff using the labor rates noted below (per Bid 4377). Contract Term Regular Labor Rate (Per Hour) Overtime Labor Rate (Per Hour) Years 1 & 2 $ 104.84 $ 137.45 II. Additional Pricing. 2.1.1. The after-hours / weekend labor rate (otherwise known as Overtime) shall be applicable for work completed on Saturday and Sunday – between 3 p.m. and 7 a.m. 2.1.2. The minimum call-out charge shall be $1,800. III. Total Compensation. 3.1.1. The City will compensate Letner Roofing Co. for the services performed in an amount to exceed $200,000 for the Contract Term. 3.1.2. Extension Term: one (1) additional 3-year renewal option; the total amount for the Term and Extension Term shall not exceed $580,650. IV. Invoices. Letner Roofing Co. shall invoice the City per job under Net 30 terms. Extension Term Regular Labor Rate (Per Hour) Overtime Labor Rate (Per Hour) Year 3 $120.57 $ 158.07 Year 4 $ 132.63 $ 173.88 Year 5 $ 145.89 $ 191.27 DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 237 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) Exhibit C Insurance Requirements Contractual Services Agreement Insurance Requirements Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1). If the Contractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 238 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Contractor’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Contractor to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the name insured or the City of Santa Monica. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. Verification of Coverage Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 239 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service) The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Failure to Maintain Insurance Coverage If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Contractor resulting from said breach. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: 777F02F3-2FCE-41A5-B231-B5E5B3FD16F2 5.C.c Packet Pg. 240 Attachment: Letner Roofing_Agreement 10855 (5910 : 1st Modification of Contract for Citywide Roofing Service)    This site uses cookies, some of which are required for the operation of the site. Learn More OK This document is now complete. CLOSE 5.C.d Packet Pg. 241 Attachment: Maverick Roofing_Agreement 10856 (5910 : 1st Modification of Contract for Citywide Roofing Service) 5.C.e Packet Pg. 242 Attachment: Best Contracting OAKS (5910 : 1st Modification of Contract for Citywide Roofing Service) 5.C.e Packet Pg. 243 Attachment: Best Contracting OAKS (5910 : 1st Modification of Contract for Citywide Roofing Service)