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HomeMy WebLinkAboutAGMT - Seaport Sash and Door Inc (Marrina Community Center Door Replacement Services)MAINTENANCE SERVICES AGREEMENT for Marina Community Center Door Replacement Services between City of Seal Beach 211- 8th Street Seal Beach, CA 90740 9.9 Seaport Sash and Door, Inc. 4201 KatelIa Avenue Los Alamitos, CA 90720 (714) 220-3939 This Maintenance Services Agreement ("the AgreemerW) is made as of January 13, 2023 (the "Effective Date°), by and between Seaport Sash and Door, Inc., a California corporation ("Contractor', and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional building maintenance and repair services to provide Marina Community Center door replacement services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.035(D), City solicited informal bids from vendors to carry out the services and obtained three written bids. Contractor has submitted an informal bid to City for the Project dated January 13, 2023, in the amount of $25,193.77, attached hereto as Exhibit and incorporated herein by reference, which constitutes the lowest acceptable quotation. C. Pursuant to the authority provided by ifs City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Contractor as an independent contractor to cant' out the services in the manner set forth herein and more fully described in Section 1.0. D. Contractor represents that the principal members of its firm are qualified California licensed contractors (License #733250, DIR 1000042675), and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. E. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties` performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 4.0 Scope of Services 1.1. Contractor shall provide the work and other services (colleciivvely °Services") set forth in the Scope of Services attached hereto as Exhibit A and Incorporated herein by this reference. To the extent that there is any confiict between Exhibit A and this Agreement, this Agreement shall control. 9.2. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 2 of 20 IA. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractors staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor's work by City shall not operate as a release of Contractor from such standard of care and workmanship. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to an amount not to exceed $5,000. 2.0 Term 2.1. The term of this Agreement shall commence on January 13, 2023, and shall remain in full force and effect unfiI September 30, 2023, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Contractor's Compensation 3.9. City will pay Contractor in accordance with the cost proposal set forth in Exhibit A for the Services but in no event will City pay more than the total not -to -exceed amount of $25,993.77 (Twenty -Five Thousand One Hundred Ninety Three dollars and 771900) for the Term. 3.2. Any additional work authorized by the City Manager pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.9. Contractor shall submit to City monthly Invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe. in detail the Services rendered during the period and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 3 of 20 4.2. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to Inspect at Contractor's offices during reasonable business hours all records, Invoices, timecards, cost control sheets and other records maintained by Contractor In connection with this Agreement. City's rights under this Section 4.2 shall survive for threw (3) years following the termination of this Agreement. 5.0 Payment and Performance Bonds; Guaranty. Unless otherwise expressly provided in the bid documents, or exempted by City, prior to commencing work, Contractor shall provide a payment bond and performance bond, each in an amount equal to 100% of the Contract price. The bond forms required to be executed are attached hereto as Exhibit B and Exhibit C. respectively, and incorporated by reference herein. The performance bond shall include Contractor's written guaranty of Contractor's work for a period of one year following notice of completion. 6.0 Termination 6.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 6.2. This Agreement maybe terminated by City upon 10 days` notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 7.0 Party Representatives 7.1. The City Manager is City's representative for purposes of this Agreement. 7.2. Alex D. Herrera is Contractor's primary representative for purposes of this Agreement. Alex D. Herrera shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 8.0 Notices 8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit 4 of 20 in the United States Mail, first class postage prepaid and addressed to the patty at the following addresses: To City: City of Sea[ Beach 211 -8th Street Sea[ Beach, California 90740 Attn: City Manager To Contractor. Seaport Sash and Door, Inc. 4201 Katella Avenue Los Alamitos, CA 90720 Attn: Alex D. Herrera 8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.0 Perjnits and Licenses Contractor and all of Contractor's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Sea[ Beach Municipal Code. 90.0 Independent Contractor 10.1. Contractor is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by- Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 10.2. All of Contractofs employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and C!Vs employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, Identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number In the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at Its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor 5 of 20 shall perform all Services off of City premises at locations of Contractor's choice, except (1) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review pians on file at City, pick up or deliver any work product related to Contractor's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations andfor private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 90.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers` compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, directors, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 10.4. In addition to all other provisions of this Agreement, Contractor shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 90.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement Contractor's indemnifications and obligations under this Section 90.0 shall survive the expiration or termination of this Agreement. 19,0 PERS Compliance and Indemnification 6 of 20 99.1. General Reaulrements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law CPERL% commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 CPEPRA ),. and the regulations of PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of Its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement Iaws and regulations. 11.2. Indemnification. In addition to all other provisions of this Agreement, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and Its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 11.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's indemnification and obligations under this Section 19.0 shall survive the expiration or termination of this Agreement. 12.0 Confidentiality 12.9. Contractor covenants that all data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, computer files, electronic files, discussion, or other information, materials and documents and records of any kind (collectively "Data & Documents"] developed, prepared or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization If applicable law requires disclosure. Contractor, its officers, directors, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, Ietters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary," provided Contractor gives City notice of such court order or subpoena. 7 of 20 92.2. Contractor shall promptly notify City should Contractor, its officers, directors, employees, agents and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work perlbrmed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 92.3. Contractor's covenants under this Section 92.0 shall survive the termination or expiration of this Agreement, 13.0 Ownership of Documents and Work Product 93.9. All Data & Documents shall be and remain the property of City Without restriction or limitation upon its use, duplication or dissemination by City. Ail Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, Including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Contractor shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 13.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 13.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any inteIIectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Contractor shall defend, indemnity and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless6from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or 8 of 20 processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an Infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City. or (2) modify the Data & Documents and other deliverables so that they become non -infringing while remaining In compliance with the requirements of this Agreement. These covenants shalt survive the expiration andlor termination of this Agreement. 13A. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 14.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors. 45.0 Prohibition Against Assignment or Delegation Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without efi'ect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegafiori7 means any sale, gii€t, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of iaw'or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 16.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right; to examine and audit the 9 of 20 same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 16.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 17.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 18.0 Insurance 18.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section 18.0. 18.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect 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 this Agreement by Contractor and its o fcers, directors, agents, representatives. employees, and subcontractors, as follows: 18.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than 82,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 10 of 20 18.2.2. Automobile liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form. number CA 0001, code 1 (any auto). 18.2.3. Workers' Compensation Insurance In the amount required by law, and Employer's Liability, with minimum limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease; 18.2.4. Professional Liability coverage (or Errors and Omissions coverage) (If required by City), in the amount of $1,00,000 per claimlaggregate, and if a "claims made' policyn is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 18.3. Acceptability of Insurers. The Insurance policies required under this Section 18.0 shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 18.4. Additional Insured. 18.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting. as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work. 18.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, Ieased, hired or borrowed by Contractor or for which Contractor is responsible. 18.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 18.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated 11 of 20 volunteers, and those City agents serving as independent contractors in the role of City officials; 18.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self insurance maintained by City, its elected and appointed officials, officers, employees, agents, designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of Contractor`s insurance and shall not be called upon to contribute with it; 18.7. Separation of Insureds. All insurance required by this Section 18.0 shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 18.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives all rights of subrogation against City. 18.10. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 18.0 in full force and effect during the tern of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 12 of 20 18.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 18.0 on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 18.12. Enforcement of Provisions (Non -Estoppel). Contractor acknowledges and agrees that any actual or allegedailure on the part of City to inform Contractor of noncompliance with any requirements imposes no additional obligations on City nor does it waiver anv rights hereunder 18.13. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as full performance of Contractor's duty to indemnify City under Section 19.0. 18.14. Broader Coverage/Higher Limits. if Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 18.15. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 18.0. 19.0 Indemnification, Hold Harmless, and Duty to Defend 19.1. Indemnities. 19.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 19.0), from and against any and all damages, costs, expenses, 13 of 20 liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, Iiens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Llabiliiiee), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, directors, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, directors, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereoO in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs Incurred by the Indemnitees in connection therewith. 19.1.2. For Liabilities arising out of "design professional services", and in accordance with Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Contractor, exceed Contractor's proportionate percentage of fault. 19.1.3. In addition to the foregoing, Contractor shall defend, indemnify and hold harmless City in accordance with Sections 10.0 and 11.0. 19.2. Subcontractor Indemnification. Contractor shall obtain executed Indemnity agreements with provisions identical to those in this Section 19.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractors subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Uabilitles arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 19.3. Workers' Compensation Acts Not Limiting. Contractor's Indemnification obligations under this Section 19.0, or any other provision of this 14 of 20 Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 19.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section 99.0 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 99.5. Survival of Terms. Contractor's indemnifications and obligations under this Section 99.0 shall survive the expiration or termination of this Agreement. 20.0 Non -Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability,. medical condition, genetic information, or any other basis prohibited by law. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 21.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the Califomia Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 22.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor 15 of 20 Code, including those set forth in Exhibit D, attached hereto and incorporated by reference herein. 23.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 24.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 25.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Caiifomia, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 26.0 No Third Party Beneficiaries This Agreement is made solely for the benefft of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shalt be deemed to have any rights hereunder against either party by virtue of this Agreement. 27.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 28.0 Prohibited Interests; Conflict of Interest 28.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. 16 of 20 Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on, any matter in connection with which Contractor has been retained. 28.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Mor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 28.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or In the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall Immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interests under applicable laws as described in this Section 28.0. 29.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided andfor work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents. 30.0 Antitrust Claims 17 of 20 Pursuant to Public Contract Code Section 7903.5, Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (95 U.S.G. Sec. 95) or under the Cartwright Act (Chapter 2 (commencing with Section 98700) of Part 2 of Division 7 of the California Business and Professions Code) arising from purchases of goods, services or materials pursuant to this Agreement. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties. 34.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City. and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment othenuise owed Contractor under this Agreement up to the amount of the cost of correction. 32.0 Non -Appropriation of Funds Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 33.0 Mutual Cooperation 33.9. City's Cooperation. City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 33.2. Contractor's Cooperation. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shalt render any reasonable assistance that City requires. 34,0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 18 of 20 35.0 Attorneys` Fees If either party commences an action against the other party, either Iegal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attomeys` fees, experts' fees and other costs incurred In connection therewith, in addition to any other relief to which the party may be entitled. 36.0 Titles and Headings The tr€Ies and headings used in this Agreement are for convenience only and shall in no way define, Iimit or describe the scope or intent of this Agreement or any part of it. 37.0 Exhibits All exhibits referenced In this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 38.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she Is duly. authorized to execute this Agreement on behalf of said party and that by his or her execution, Contractor is formally bound to the provisions of this Agreement. 19 of 20 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: ee, Director of Public V!; Approved as to Form: By: Nicholas Ghirelli, City Attorney CONTRACTOR: Seaport Sash and Door, Inc. a aliforni corporation By: Name�tr3x It: B, N It: (Please note, two signatures required for corporations pursuant to Califomia Corporations Code Section 393 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 20 of 20 "quality y )U can touch" Date 2-- �z � - ZO2 41 Sold To 6;14-4 Ship To (nm,nm�r g TELEPHONE: d211 y31ff2 7 SEAL 915-40W-44-- Q)7X TELEPHONE: Product soecifPcations and descrilation of services: S Jlol9e . laitJD jnt 5i t� Gf (4j if G4t D CGt,.4, ��(,Y��/�Z�) T& �O GG� ��7 ��k _Lit 7-0 i= Imo, 1?12()1�0 0 13FWr, 1e-')—=t7Yj1 F,-) SrC�C� r -t �d41• f "7 �311� r�! � �t2v t,?C�?_.�r'3'-�,�� i',�1� 7f:`- �1 � t � ,'��.� l�nd�•'t�F2cr��7��7�.:t�r','L Lf". 7/ �3 P✓rz f� taf =4 0 171,1- F/20 -100c7- i o Sfz )Ez/- j r U`M- b -f 15'XID 7-0 ! %A(ST,W-/r= J r< &D 6 V, 1--(2t)i�)-, Gt/l ilk 9: fel all: x 11ilk cocylls V0,4L 61- Fit ,t F/-) VU17A� ' 3T441OAe SNAIS iqqur� � i r d.ALTfJ CG13 at1 lob::. ►1ii-y 01VID f9te:.t2r?;t?.alt f �Jtl (1t�` VIVA/— =— t t� I �G. �T Zv—1--rAL(- 70 11A[, -4U0.5 Emu P1 121.), T - },r "S. 1;tvW 1,41W� n? fZC � rrtYl f tr' F1 � 1# 67`W&9z � ! - ---- 1?, ( Aq 1q3j-77 Dlri i V,2,41�J!voo.00 D144vP-q- F-1P5r�! 4C= Q0 SIDLES TAX INCLUDED �3 '#SW "' All, r,066r �'rltS��r�l: ® TAILGATE DELIVERY INCLUDED ,�i6-4- { aSZ ►644 PXKcrj. INSTALLATION INCLUDED �unavur to aeuver ine proaucts covered by this contract Within 10 9 weeks. Contract Amount ipo?S /93,77 Will customer accept earlier delivery?-(�S LIKE MANY INDUSTRIES, OURS HAS TERMINOLOGIES MID Balance SYMBOLS THAT MAY BE MISUNDERSTOOD BY SOMEONE UNFAMILIAR WITH THEM. WE ASK THAT YOU REQUEST Any controversy or claim arising out of or relating to CLARIFICATION OF ANYTHING IN THIS CONTRACT THAT IS NOT TOTALLY UNDERSTOOD BY YOU. ORDERS CANNOT BE CANCELLED OR CHANGED ONCE THEY HAVE BEEN PLACED INTO PRODUCTION. Customer approval Print Name �T/` Date 3-2 — 73 this contract, or breach thereof, shall be settled by arbitration in accordance with the uniform Rules for Better Business Bureau Arbitration, and judgement upon the award rendered by the arbitrator(s) may be entered into any court h ving jurisdiction thereof. d. Z� t Seller's acceptance 4201 Katella Avenue o Los Alamitos, CA 90720 0 (7141290-RCIRA 0 Fav-171AI oon_,3ann _ SEAPORT SASH and DOOR, INC 4201 KATELLA AVENUE LOS ALAMITOS, CA 90720-3510 m 714220-3939 Quote Name: City Seal Beach/Scott Smith Quote Number: SQPVYO02816 1 Customer: SEAPORT SASH and DOOR, INC T Created Date: 1/11/2023 Payment Terms: Modified Date: 1/11/2023 Sales Representative: Alex D. Herrera Mobile: 714'.337-0999 PO Number: adherrera@seaportwindowsanddoors.com Total Windows: Weighted Average: U-Factor:.32, SHGC:.29, VTc .54 Total Doors: 6 Total Sq Ft: 282.00 Comments: Total Perim Ft: 174 Est. Delivery: For warranty information please visit www.milgard.com/warranty/ Billing Information Shipping Information Name: SEAPORT SASH and DOOR, INC Name: Address: 4201 KATELLA AVENUE Address: LOS ALAMITOS, CA 90720-3510 Phone: 714 220-3939 Phone: Fax: 714 220-2999 Fax: Email: sales@seapartwindowsanddoors.com Email: Line: 1 Location: Quantity: Tuscany V400, 8621T, SD2, No Fin (Block Frame), Ext White / Int White, U-Factor:.32, SHGC:.29, VT., S4 No Fin (Block Frame) Keyed Alike Locks Custom Size Tariff Viewed From Exterior Quote Number: 5QPVY002816 1 Model = Sliding Door Two Panel Size ,= Net Frame: 81" x 82" Handing= XO Glass = 5/32" SunCoat (Low -E) Tempered over 5/32" ClearTempered with Gray EdgeGardMAX Spacer Glazing = Dual Glaze Hardware = SmartTouch Handle, Keyed Lock, Keyed Alike Other Options = Glass Breakage Warranty, Glazing Policy: Vent: Glazed and Panel Out, Fixed: Glazed and Panel In Screen = Standard with Fiberglass Mesh, Screen Ship Loose Ratings = STC: 33, OITC: 24, PG: C PG30 Clear Opening = W 35" x H 79" Sq. Ft: 19.2, Egress: Yes Calculations = Unit Area (Sq. Ft.): 47, Unit Perimeter (nominal in lineal ft): 29' Other Ratings = CPD: MIL -A-137-06212-00001 Customer Approval: Print Date: 1/11/2023 Page 1 of 2 E T T Viewed From Exterior Quote Number: 5QPVY002816 1 Model = Sliding Door Two Panel Size ,= Net Frame: 81" x 82" Handing= XO Glass = 5/32" SunCoat (Low -E) Tempered over 5/32" ClearTempered with Gray EdgeGardMAX Spacer Glazing = Dual Glaze Hardware = SmartTouch Handle, Keyed Lock, Keyed Alike Other Options = Glass Breakage Warranty, Glazing Policy: Vent: Glazed and Panel Out, Fixed: Glazed and Panel In Screen = Standard with Fiberglass Mesh, Screen Ship Loose Ratings = STC: 33, OITC: 24, PG: C PG30 Clear Opening = W 35" x H 79" Sq. Ft: 19.2, Egress: Yes Calculations = Unit Area (Sq. Ft.): 47, Unit Perimeter (nominal in lineal ft): 29' Other Ratings = CPD: MIL -A-137-06212-00001 Customer Approval: Print Date: 1/11/2023 Page 1 of 2 4201 Katclla Ave' Los Alamitos. CA 90720 714-220-3939 714-220-2999 fax ahth9nen, a aiatwrnwndtnswnddontx coin Seaport Sash and Door, Inc. JOB # 7248 City of Seal Beach 211 8th St. Seal Beach, CA 90740 (562) 431-2527 Contract Amount: Payment Request Form S25,193.77 Payment # 1 Deposit S 9.193.77 Payment #2 At Delivery/First Install Day S 8,000.00 Payment #3 All Product Installed $ 5,500.00 Payment #4 Final Completion all pick up complete S 2,500.00 Owner Approval Signature: Date Seaport Representative: Date Check No. Credit Card No. Exp Date: CVC Code: CC billing address: Zip Code OK to Charge CC Date Customer Pricing Notice: EffectiveMarch, 1. 2020. a service charge oj3% will be applied when using Credit Cardsfor payment. Customers may avoid added jets by paying with either cash or check. We Irl ccepi VISA ® -!r nom **Please make checks payable to: Seaport Windows and Doors Inc ** Quality you can touch! Exhibit B Performance Bond- Waived Exhibit C 1 --Year Guarantee spapart WiRdaffs tend Rears 'Quality You Can Toud d' February, 28, 2023 We at Seaport Windows and Doors, are proud to offer a one-year labor warranty on all of our window and door installation services. Our warranty guarantees that for a period of one year from the date of installation, our installation services will be free from defects in workmanship. If any issues arise during the warranty period as a result of our installation work, we will promptly and professionally address the issue at no additional cost to you. This warranty applies to any issues that are directly related to our installation services, including but not limited to: • Improper installation of windows/doors • Leaks or gaps around windows/doors Please note that our warranty does not cover issues that are a result of normal wear and tear, accidents, or misuse of the windows/doors. To make a claim under this warranty, please contact us at (714) 220-3939 within the one-year warranty Period. We will promptly investigate the issue and take appropriate action to remedy the problem. Sincerelyy M14'11t�� Alex D Herrera President Katella Ave. Los Alamitos, CA 90720 714-220-3939 714-220-2999 fax California State Contractors License # 733260 www.seaportudndowsanddoors.com UltraTm Series I C650 — V450 — Milgard 390 — Style Linem Series I V250 — V150 Aluminum Thermally improved I A250 — Standard Aluminum I A150 LIFETIME LIMITED WARRANTY For Original Owners of Owner -Occupied Residential Dwelling RESIDENTIAL: LIFETIME FOR MAINFRAME 120 YEARS FOR IGU & COMPONENTS COMMERCIAL: 10 YEARS FOR MAINFRAME, iGU & COMPONENTS Coverage. This Warranty provides exclusive coverage for the Milgard labeled windows and doors listed above sold by Milgard Manufacturing, LLC after October 4, 2021, for installation in the United States or Canada ("Product"). It attaches to the Product at the time of sale by Milgard and is provided to the initial purchaser of the Product. The Warranty transfers to all subsequent Product owners, and the selling owner should provide this document to a buyer before or at the time of sale. Upon proper notice of a claim by the Product owner ("Owner") received during the warranty period and per the terms stated herein ("Claim"), Milgard will provide replacement parts ("Pads") to correct a nonconformity in material or workmanship causing a significant impairment in usage of the Product or an obstruction of vision through the insulated glass unit CIGU") (collectively'Nonconformity'). Residential Dwelling. Milgard will provide Parts to correct a Nonconformity for a Claim made by the Original Owner of an Owner -Occupied Residential Dwelling as follows: Mainframe: at no charge during the lifetime of the Product as installed. IGU & components: at no charge Within 20 years of the date of manufacture ("Manufacture Datel. For subsequent owners of an Owner -Occupied Residential Dwelling, Milgard Will provide Parts at no charge to correct a Nonconformity for 10 years of the Manufacture Date. "Original Owner" is the first owner of a newly constructed Residential Dwelling with Product installed or the owner of a Residential Dwelling at the time replacement Product is installed. "Owner -Occupied Residential Dwelling" Includes any single-family detached home, townhome, or condominium unit used by the Owner as a personal residence. Commercial Application. Milgard will provide Parts at no charge to correct a Nonconformity in the mainframe, IGU or components for a Claim made within 10 years of the Manufacture Date by an Owner of a structure other than an Owner -Occupied Residential Dwelling. Labor & Shipping. Milgard will provide Skilled Labor necessary to repair the Product and pay shipping costs for Claims made within 10 years of the Manufacture Date (or for the coverage period of a Modified Coverage, if less than 10 years) if the structure is located within Milgard's Service Territory at the time of Product purchase (see www.milgard.com/serviceterdtory). "Skilled Labor' is labor provided where the work to repair the Product requires special knowledge or skills not possessed by Owner or tools not available to Owner. Minor repairs, such as replacing a sash or lock, do not require Skilled Labor. An Owner within the Service Territory is responsible for the cost of all non -skilled labor, and for any inspection, labor, and shipping costs for a Claim received more than 10 years after the Manufacture Date. An Owner outside the Service Territory is responsible for all inspection, labor, and shipping costs. Milgard shall not be responsible for the cost of labor or materials required for repairing or restoring any material or surfaces beyond the Product Milgard Is not responsible for any labor when a complete replacement unit is provided. Owner must provide reasonable access to the interior and exterior of the Product at his/her own expense, including removal of window decor and security alarms, moving furniture, and providing any scaffolding or lift equipment necessary to reach Product not accessible with a 15' extension ladder. Where safe and practical access is not available, Milgard shall be required to provide only the Parts, and not labor. If Owner fails to appear for a scheduled appointment, Milgard may leave the Parts and/or charge a separate fee to return and complete the service. Modified Coverages. Capstock frames: 10 years for non-uniform or non -gradual color change, or excessive cracking, pitting, warping, chipping, peeling, blistering, or corrosion. Painted & fiberglass frames: 10 years for excessive peeling, checking, cracking, chalking, fading, or color change. Blinds between the glass and integral shades: 10 years for obstruction of vision or significant impairment in usage. Simulated divided light: 10 years for Nonconformity. Laminated and impact IGUs: Five (5) years for Nonconformity. Stress cracks: One (1) year. Weatherstripping and insect screens: One (1) year for Nonconformity. Stainless steel hardware: One (1) year for corrosion. Disclaimers & Limitation of Remedies. The remedies herein shall be the exclusive remedy and Owner waives any other claim regardless of legal theory. Milgard makes no warranty for the Product beyond this writing. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY WiTH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, ARE DISCLAIMED. MILGARD SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES; PERSONAL INJURY, LOST PROFITS; LOSS OF USE; DIMINUTION IN VALUE, OR PUNITIVE DAMAGES. Milgard's liability shall not exceed the price of the affected Product. Some state and federal laws may not allow disclaimers on implied warranties or exclusions of incidental and consequential damages, so these limitations or exclusions may not apply to you. This Warranty gives you specific legal rights, and you may also have other rights which vary from state to state. This Warranty may only be modified by a writing signed by an authorized director of Milgard. Any act or omission of Milgard does not create a new warranty or extend the term of this Warranty. Milgard makes no representation regarding the useful life of Milgard Product. if any term of this Warranty is deemed invalid or unenforceable in a judicial proceeding, the other terms shall remain in full force and effect. Effective Dale. October 4, 2021 Page 1 of 2 Excluded Conditions. This Warranty, does not cover, and Mngard has no obligation to respond to, damage, conditions, or a Nonconformity caused in whole or pan: by. • Installation; an application or configuration exceeding the capacity of the Product design or in violation of applicable codes, pians, or specifications; mishandling or storage of Product; failure to properly incorporate Product into the building envelope; installation in Inappropriate openings; building settlement or failure of walls or foundations. • Normal wear and tear, aging, weathering, or cormslon (except as provided for stainless steel hardware); lack of product maintenance; misuse, or abuse; lack of use of operable Product (venfslsash should be opened and closed monthly); interior moisture or condensation. Normal weathering includes the gradual fading, chalking, or darkening of any colored surface. 'Milgard's maintenance instructions are available at https;//www.milgard.coMleamlwindow-and-door-carelcare-and-maintenance. • Glass breakage (unless expressly provided); glass blemishes, scratches, or other imperfections allowable for Quality 3 glass per ASTM C 9036; or reflection of solar energy (sunlight) off of the Product. • Alterations or modifications of the Product or components, such as field mulls, reinstallation, application of tints, films, sealant, caulk, or paint finishes; installation of security systems or window coverings; environmental or applied elements that exceed the tolerances of the Product or its components' performance ratings. • Any application of farce or materials, such as power washing or the use of harsh chemicals such as brick wash, acids, salts, abrasive cleaners, or solvents; acts of nature, or any other condition or cause beyond Milgard's control. This Warranty covers only Product confirmed to have a Nonconformity. Where field testing occurs, Milgard must receive prior notice and opportunity to observe, and information an the anticipated test methods. Without its prior agreement, Milgard shall not be required to respond to testing results or extrapolations to non -tested Product, nor shaft It contribute to the cost of testing. Milgard is not responsible for determining the suitability of its products far surrounding building components or wall design. Milgard products are tested in accordance with procedures established by AAMA-and NFRC. The tests measure the performance of sample products in a laboratory setting. Milgard manufactures Its products using the methods and materials used in fabrication of the tested product, and the product will continue to benefit from the material and workmanship that supported certification at the time of manufacture. However, product components and manufacturing processes involve a range of tolerances which Can cause variance among tested values, and fn field evaluation of a product can affect test results as well. For these reasons, Milgard does not warrant its test results. The thermal performance of some window products is enhanced by insertion of gases into the inner space of the IGU. Given the nature of these gases and technology used to manage them, Milgard does not warrant specific gas retention or fill levels and performance variation may occur. Warranty Claim Process. Milgard shall have no obligation under this Warranty without prior notice as provided herein. Submit claims to: www.mggard.com/formtservice-request or 9-800-MILGARD (1-800-645-4273). Owner must submit a Claim during the coverage period and within 30 days of discovering the perceived Nonconformity. Notice must include contact Information, order number, and description of the Issue. Photographs are required unless unobtainable. Milgard shall investigate and respond in a timely mannerper the terms of this Warranty, including Inspecting the Product at its option. Parts may not be an aesthetic match to the original. Milgard reserves the right to discontinue or modify its products. When that occurs, Milgard shag substitute parts or product of equal value or quality. If'unable to provide a replacement Product and repair Is not commercially pmcticabie or cannot be timely made, Milgard may elect to refund the purchase price. of the affected Product in full satisfaction of Its obligations. Requirement Before initiating Legal Proceeding. Any liability of Milgard is contingent upon Owner (past or present) fulfitl'ing Its notice obligations as stated herein. Owner shall have no standing to assert any legal claim against Milgard unless it first gives Milgard notice of its intent to file a legal claim by tilting out and submitting the Notice of Legal Claim form available at www.mffgard.com/LegalCWm. Owner must waif 45 days after submitting the Notice of Legal Claim to Mate a legal proceeding in order to allow Milgard the opportunity to investigate and tender a resolution for issues claimed. For standard warranty service requests, follow the instructions under Warranty Claim Process. Window Safety. Screens an Milgard products are intended to keep out insects and are not Intended to provide security or for the retention of persons or objects. Fall prevention devices, such as window opening control devices, can be installed on windows in order to lessen the risk of accidental falls. If fats prevention devices are desired or required for a window, check with your distributor for options sold by Milgard. Effective Dale: Qdaber4, 2021 Page 2 of 2 EXHIBIT D TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls far services that, in whole or In part, constitute public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the Califomia Labor Code (Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are `public world, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. Cafifomia law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration lo City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall mainta[n their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject: to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid Iess than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records In writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for Inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.8, 1777.6 and 1777.7 and California Code of Regulations, 'ride 8, Section 200 et seq. concerning the employment of apprentices an public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a ver filled statement of the journeyman and apprentice hours performed under this Agreement. S. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to Califamia Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess amours. Contractor shall, as a penalty to City, forfeit $28.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker Is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week In violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked In excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certiices as follows: °I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the i provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.' 12 For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and labor Code Sections 11860 and 3700, and Contractor shall include in the written contract between it. and each, subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, Including without; limitation, conducting a periodic review of the certifced payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or Incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of Their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, Including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shag survive the termination of the Agreement. i WORKERS' COMPENSATION EXEMPTION DECLARATION forthe CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers' compensation insurance with the City of Seal Beach ("City."). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded under state law. It is your responsibility to comply with the law. If you do not know whether you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial Relations ("DIR"). Information is also available on the DIR's website at http://www.dir.ca.gov. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR, you must file that certificate with the City. DOCUMENT REFERENCE Cnsert contract, job number, location, etc.]-. Maintenance Services Agreement for Marina Community Center Door Replacement Services dated January 13, 2023 Work to be performed on premises Nature of work to be performed: Business Name: Business Contact Information: (name, address, telephone, email) LEGAL FORM: (check applicable box) C.(D 1 Sole Proprietor Limited Partnershi General Partnership Corporation Business Trust Limited Liability Company Other: ACKNOWLEDGEMENT _(initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under California law. I further warrant that I understand the requirements of Section 3700 et seq. of the California Labor Code concerning providing workers' compensation OPL(initial) coverage for any employees of the Business. The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. (initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the City of Seal Beach under the California workers' compensation or labor laws and serves as an addendum to the agreement. (initial) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, including workers' compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in thi Exemption Declaration is true and correct. Executed this 2— day of 2023, at �1 �CiGI� ll California. Busi PE S' �1� 5� By. Print Name1Title: r; 7- -�-`2i i WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMroDlYIYY) 3/2/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Roger Stone Insurance Agency 5015 Birch Street Newport Beach CA 92660 CONTACT PHONE FAX, c No • 949-265-4167 A/c No): 949-757-0375 ADDRESS: josie@stoneins.com INSURERS AFFORDING COVERAGE NAIC # Y INSURERA: Capitol Specialty Ins Corp 10328 CT2022009401 INSURED SEAPSAS-01 INSURERS: Seaport Sash & Door Inc. 4201 Katella Ave. INSURER C : INSURERD: Los Alamitos CA 90720 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 843736444 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 ADDL SUER POLICY NUMBER MMJUDDY EFF MM/DCD EXP LIMITS A X COMMERCIALGENERALLIABILITY Y CT2022009401 3/22/2022 3/22/2023 EACH OCCURRENCE S1,000,000 CLAIMS -MADE 7 OCCUR RENTED PREMISES a occurrence) $100,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY S1,000.000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE 52,000,000 POLICY I JECT 1-1 LOC PRODUCTS-COMP/OPAGG $2,000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) 5 HIRED NON -OWNED AUTOS ONLY AUTOS ONLY r PROPERTYDAMAGE $ Per accident ' - $ UMBRELLA LIAB OCCUR EACH OCCURRENCE S AGGREGATE 5 EXCESS LIAB i 1CLAIMS-MADE DED RETENTIONS $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE❑ E.L. EACH ACCIDENT S OFFICER/MEMBEREXCLUDED7 NIA E.L. DISEASE- EA EMPLOYEE S (Mandatory in NH) If yes,.describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Replacing 4 patio doors - Community Center, 151 Marina Dr., Seal Beach CA 90270 City of Seal Beach is named Additional Insured as respects General Liability where required by written contract per form CG20101219 attached. CERTIFICATE HOLDFR CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th St. AUTHORIZEDREPRESENTAT Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CT20220094-01 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 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 Any person or organization for whom you are All locations where "your work" is performed as performing "your work" when you and such person or specifiedin the contract or written agreement organization have agreed in writing in a contract or between you and the Additional Insured(s). agreement that such person or organization be added as an Additional Insured on your policy. 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 include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 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: 1. The, insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 0 Insurance Services Office, Inc., 2018 CG 20 10 12 19