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HomeMy WebLinkAbout2022 CON R&R Controls Inc. - On-site Environmental Control SystemsAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND R&R CONTROLS, INC. THIS AGREEMENT is entered into by and between the CITY OF NATIONAL A CITY, a municipal corporation ("CITY"), and R&R CONTROLS, INC., a California corporation ("CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide additional City- wide on -site environmental control systems, including but not limited to, design, installation, information, assistance, and support. WHEREAS, the CITY has determined that the CONTRACTOR is an environmental control systems specialist company and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS )' FOLLOWS: 1. EN GA GEl ENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to provide additional City-wide on -site environmental control systems, including but not limited to, design, installation, information, assistance, and support, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. T. This Agreement shall not become effective and binding until fully executed -by both the CITY and CONTRACTOR. The duration of this Agreement is for the period of July I, 2022 through June 30, 2021 3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. . PROJECT COORDINATION_ AND SUPERVISION. Director of Public Works/City Engineer hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement, The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progess and execution of this Agreement for the CONTRACTOR. Les Wolfe thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked, and also materials, if any. The total cost for all work described in Exhibit shall not exceed $50,000. The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Ageement and for three years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK, The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10)business days, the CONTRACTOR and the CITY shall each prepare a report which supports p pp their position and file the same with the other party, The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance andor the compensation payable to the CONTRACTOR. 7, DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this project, whether paper or electronic, shall: I be free from defects; (2) become the property of the CITY for use with respect to this project; and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright pig in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR' S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and Standard Agreement Page 2 of 11 City of National City and Revised July 2021 R&R CONTROLS, INC. disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification r reuse by the CITY of documents, drawings, or specifications ications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some J ro+ect other than what was P expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONTRACTOR without the prior Witten consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as set forth in this Agreement. The CONTRACTOR, or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONTRACTOR and its agents, servants, and employees are wholly independent from the CITY and CONTRACTOR'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), , shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONTRACTOR must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. Standard Agreement City of National City and Revised July 2021 R&R CONTROLS, INC. Page 3 of 11 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and insimilar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes, or,materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -section will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age,race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agreesto post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any y part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly -available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a Standard Agreement Page 4 of 11 City of National City and Revised July 2021 RJR CONTROLS, INC. third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONTRACTOR agrees to defend, indemnify, and bold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; 3 enroll in PERS as an employee of CITY; . receive any employer contributions paid by CITY for PERS benefits; or 5 be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary. 16.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of Standard Agreement Page 5 of 11 City of National City and Revised July 2021 R&R CONTROLS, INC. any work under this Agreement. Neither CONTRACTOR nor CO TRACT R's officers, employees, agents, and subcontractors are entitled to any salaryor retirement, health, or wages, � leave, or other fringe benefits applicable to CITY employees. The CITY will not make any e decal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation in urance on behalf of CONTRACTOR. 16.3 Indemnification for Employee Patents. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for .tax,retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, 2 any employee of CONTRACTOR, or any employee of CONTRACT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,� the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify,and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought, or recovered against the CITY or its officers, employees, or volunteers, for or on account .of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 18. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SU C NTRACT R S , when applicable, to purchase and pp maintain throughout the term of this Agreement, the following insurance policies: A. El If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile. Insurance covering all bodily injury and damage property g incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned,non-oed and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and pto � volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injuryand property damage arising out of its operations, work, or performance under thisAgreement. The policyshall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply pp y solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed Standard Agreement Page 6 of 11 City of National City and Revised July 2021 R&R CONTROLS, INC. with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty 3 clays prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this g . reement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City co Risk Manager 1243 National City Boulevard National City, CA 919 0- 397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial ip y stability that is approved by the CITY'S Risk Manager. In the event coverage isprovided bynon- admitted g "surplus lines"carriers, they must be included on the most recent List of Approved Surplus Line Insurers LAST and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess .f $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to mod.fy the insurance requirements of this Section 18, including limits, based on the nature ofthe risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) 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. 19. -LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in anyof the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court Standard Agreement Page 7 of 11 City of National City and Revised July 2021 R&R-CONTROLS, INC. settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. • For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall 'not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. IE1M1NATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 6-da's written notice to the CONTRACTOR. During said 6 -day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility,(Hi) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: Standard Agreement Page 8 of 11 City ofNational City and Revised July 2021 R&R CONTROLS, INC. To CITY: Roberto Yano Director of Public Works/City Engineer Engineering & Public Works City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Les Wolfe Service Manager R&R Controls, Inc. 4664 Alvarado Canyon Rd., Ste. B San Diego, CA 92120 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. S. uring the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process, or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs, or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONTRACTOR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 172 . , 1720.4, and 1771, CONTRACTOR is solely responsible to determine if State prevailing wage ■ Standard Agreement Page 9 of 11 City of National City and Revised July 2021 R&R CONTROLS, INC. rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday, or federal, state, or legal holiday, then such date shall automatically be extended until :00 p.m. Pacific Time of the next day- which is not a Saturday, Sunday, or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. U. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars 10,000, the parties shall be subject to the examination and audit of the State Auditor for a period of three years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACT R identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by Standard Agreement City of National City and Revised July 2021 R&R CONTROLS, INC. Page 10 of 11 the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be complyto d re re uiwith and agree to, for the benefit of and in favor a or of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that i) each party is of equal bargaining strength, (ii) each party has actively artici ated in the drafting, preparation, and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party y has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY By A1�7 Brad `ton, City Manager Date: 7f1(2_ APPROVED AS TO FORM: B City Attorney Date: 7%20/2 R&R CONTROLS,INC., A CALIFORNIA CORPORATION (Corporation a signatures of two corporate officers required) (Partnership or Sole proprietors - one ig na rre) --- / I /,- . By: e) Richdrd 0, Des #M ers (Title) President Date: By: (Name) Charles L. Seeger (Title) Vice President Date: 4130 �z Z Standard Agreement Revised July 2021 Page liof11 City of National City and R&R CONTROLS, INC. SCOPE OF WORK -EXHIBIT A Names and addresses of City of National City locations covered under this service agreement: . National City Civic Center 12043 National City Blvd., National City, CA 91950 National City Police Station 12000 National City Blvd., National City, CA 91950 National City Public Library - 1401 National City Blvd, National City, CA 91950 National City Fire Station No. 34 — 333 E. 16th Street, National City, CA 91950 Casa de Salud - 1408 Harding Avenue, National City, CA 91950 National City Public Works - 1726 Wilson Ave, National City, CA 91950 MLK Community Center— Suite B, 140 East 12th Street, National nal City, CA 91950 Camacho Recreation Center .-1 10 East 22nd Street, National City, CA 91950 National nal City Arts Center 200 E 12th St, National nal City, CA 91950 Fire Station No. 31 — 2333 Euclid Avenue, National City • CIVIC CENTER ONSITE WORK PERFORMED ANNUALLY (One 4-hour site visit per year) • Disassemble Honeywell WEBStation-N4 n-1 operator workstation to clean circuit board assemblies and fan housing. • Run system diagnostics to de -fragment and scan the server hard drive for errors. • Verify remote communications to each of the WEB controllers located at the various sites. • Check Honeywell WEBStation-N4 software for the latest revision. ONSITE WORK PERFORMED QUARTERLY (One 4-hour site visit per quarter) On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • i e ievci current data and verify that applications are working to maximize system use and efficiency. ' • Random m testing of temperature sensors to verify calibration. • Checkout temperature, humidity and current sensors including other related. controls devices for failure or errors. • Review system alarm history trend. logs and check for any existing or recurring alarm conditions. • Back-up controller data. • List of DDC control system components that will be maintained ned and serviced under this service agreement: QTY. F 1 2 DESCRIPTION MODEL NO. WORKSTATION WEB CONTROLLER DDC CONTROLLER 6 1 HONEYWELL EYWELL WEBs-N4 WEB- S + 2 X DEV 50 SPYDER PROG XTRL DDC ONTROLLER SPYDER PROG XTRL DDC O NTR LLE R SPYDER FROG TRL LOCATION hint Office EOC MDF DF Room CHILLER BOILER PENTHOUSE DDC ONTROLLER L 21 19 L 1 DDC CONTROLLER SPYDER PROG XTRL SPYDER FROG VAV XTRL DDC CONTROLLER DDC OI TR LLER PUBLIC LIBRARY SPYDER PROG VAV XTRL EOC BASEMENT T BASEMENT 1 T FLOOR SPYDER PROG VAV XTRL r FLOOR ONSITE WORK PERFORMED QUARTERLY (One 4-hour site visit per quarter) o, On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • Review current data and.verify that applications are working to maximize system use and efficiency. • Random testing of temperature sensors to verify calibration. • Checkout temperature, humidity and current sensors including other related controls devices for failure or errors. • Review system alarm history trend logs and check for any existing or recurring alarm conditions. • Back-up controller data. • List of DDC control system components that will be maintained and serviced under this service agreement: 01-v. DESCRIPTION MODEL NUMBER 1 WEB CONTROLLER WEB-8100 + DEV- S 1 DDC CONTROLLER I SPYDER FROG XTRL+ I/O 1 DDC NTRE LLEF SPYDER FROG XTRL 34 48 DDC CONTROLLER 1DDC CONTROLLER EXCEL 10 VA 11 EXCEL 10 VAV II LOCATION !DF ROOM, na Fl CHILLER PAD BOILER PAD 4 I DDC CONTROLLER I EXCEL 10 REMOTE I/O DDC CONTROLLER SPYDER FROG XTRL DDC CONTROLLER POLICE STATION 1ST FLOOR 2ND FLOOR 2ND FLOOR AH-7 2ND FLR SPYDER PROG XTRL AHs 1-, AH-8 ONSITE WORK PERFOMED QUARTERLY (One 4-hour site visit per quarter) • On -site verification f occupancy and operation schedules to ensure mechanical systems are operating as programmed. • Review current data and verify that applications are working to maximize system use and efficiency. • Random testing of temperature sensors to verify calibration. • Checkout temperature, humidity and current sensors including other related controls devices for failure or errors. • Review system alarm history trend logs and check for any existing or recurring alarm conditions. • Back-up controller data. • List of DDC control system components that will be maintained and serviced under this service agreement: QTV. DESCRIPTION WEB CONTROLLER DDC CONTROLLER 2 DDC TROLLEr DDC CONTROLLER 1 DDC (TROLLER 4 DDC OITROLLER 19 DDC OITRLLER 11 DDC ONTR LLE1 MODEL NUMBER WEB-8 5 + DEV-25 SPYDER FROG XTRL SPYDER PROG XTRL SPYDER PROG TRL SPYDER PROG XTRL SPYDER PROG VAV XTRL SPYDER PR G VAV XTRL SPYDER FROG VAV XTRL LOCATION OF ROOM BOILER ROOF A-1 & AC-2 ROOF HP-1c 2 ROOF SF-1/EF-2 BSMT BASEMENT T 1 FLOEF 2ND FLOOR FIRE STATION ONSITE WORK PERFORMED QUARTERLY (One 2-hour site visit per quarter) •On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • Review current data and verify that applications are working to maximize system use and efficiency. • Random testing ,of temperature sensors to verify calibration. • Checkout temperature, humidity and current sensors including other related controls devices for failure or errors. • Review system alarm history trend logs and check for any existing or recurring alarm conditions. • Back-up controller data. • List of DDC control system components that will be maintained and serviced under this service agreement: QTY. DESCRIPTION 1 WEB CONTROLLER n5 DDC CONTROLLER 1 DDC CONTROLLER 30 DDC O NTR LLE k 5 DDC CONTROLLER MODEL NUMBER WEB-8025 + oEv-25 SPYDER FROG XTRL SPYDER FROG XTRL SPYDER FROG VAV XTRL SPYDER FROG VAV XTRL LOCATION IDF ROOM AC-1 thru AC-5 FC-1 1st & 2nd FLOORS (5) BYPASS DMPR MLK COMMUNITY CENTER ONSITE WORK PERFORMED QUARTERLY (One 2-hour site visit per quartery • On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • List of DDC control system components that will be maintained and serviced under this service agreement: .t al-v. 1 11 DESCRIPTION WIRELESS GATEWAY WIRELESS T-STATS MODEL NO. 1 LOCATION VICONICS iP - W VICONICS VT8600 IDF ROOM AC UNIT ZONES FIRE STATION NO. 31 ONSITE WORK PERFORMED QUARTERLY (One 2-hour site visit per quarter) • On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • List of DDC control system components that will be maintained and serviced under this service agreement: QTY. I DESCRIPTION 1 f WIRELESS GATEWAY MODEL NO. VICONICS I MPM-GW WIRELESS T-STATS VICONICS VT8600 LOCATION ROOM IDF cur M AC UNIT ZONES CAMACHO_RECREATION CENTER ONSITE WORK PERFORMED QUARTERLY (One 2-hour site visit per quarter) • On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • List of DDC control system components that will be maintained and serviced under this service agreement: QTY. DESCRIPTION 1 MODEL NO. WIRELESS ATEWAY VICONICS MPM-GW LOCATION IDF ROOM WIRELESS T-STATS VICONICS VT8600 AC UNIT ZONES ARTS CENTER ti ONSITE WORK PERFORMED QUARTERLY (One 3-hour site visit per quarter) • ri-site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. List of DDC control system components that will be maintained and serviced under this service agreement: QTY. 1 DESCRIPTION I 1-7.1 WIRELESS ATEWA MODEL NO. \MONKS MPM-GW WIRELESS T-STATS V I C N I CS VT8600 LOCATION IDE ROOM AC UNIT ZI E 1 CASA de SALUD • ONSITE WORK PERFORMED QUARTERLY (One 1-hour site visit per quarter) • On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • List of DDC control system components that will be maintained and serviced under this service agreement: QTY. I DESCRIPTION 1 2 MODEL NO. LOCATION WIRELESS TEWY WIRELESS T-STATS PUBLIC WORKS VICOiV1CS MPM-GW IDS ROOM VICONICS Vi8600 HP J. & HP 2 QNSITE WORK PERFORMED QUARTERLY (One 1-hour site visit per quarter) • On -site verification of occupancy and operation schedules to ensure mechanical systems are operating as programmed. • List of DDC control system components that will be maintained and serviced under this service agreement: QTY. 1 DESCRIPTION MODEL NO. WIRELESS GATEWAY VICONICS MPM-GW LOCATION CUSTOM. ROOM WIRELESS T-STATS VICOlVICS VT8600 RTU-1 RTU-2 R & R CONTROLS INC. 2022 Prevailing Wage Hourly Rates (Effective 5/1/2022) SOUND TECHNICIAN CONTRACT CUSTOMER LABOR RATES NON -EMERGENCY SOUND TECHNICIAN AFTER HOURS/SATURDAY SOUND TECHNICIAN SOUND TECHNICIAN $140.00 PER HOUR $210.00 PER HOUR S 1 DAY/H O L I DAY $280.00 PER HOUR EMERGENCY 24-hour response time $185.00 PER HOUR NON -PREVAILING WAGE RATES REMOTE ONLINE SUPPORT (REQUIRES REMOTE CONNECTION TO SITE) SERVICE TRIP CHARGE $85.00 PER HOUR 65.00 Page 1 of 1 ExhibitA ACCPRE) CERTIFICATE OF LIABILITY INSURANCE ' DATE (MMJDDIYYYY) 912 l2021 THIS CERTIFICATE .IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY R NEGATIVELY 1AMEND,: EXTEND OR ALTERMEL COVERAGE AFFORDED BY THE -POLICIES BELOW. '•THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE 'A CONTRACT BETWEEN 'THE' ISSUING- •INSURER(S),. AUTHORIZED.' ':- REP1 ESENTATIVE OR -PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITION 1L'INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 'if SUBROGATION IS WAIVED, subJect to the: t rrn and conditions of the policy, certain potibles May require an -endorsement. atCmer t-ort this certificate does not confer rights to thecertificate 'holder in lieu of such endorserherrt(s). - - �- CONTACTPR4DlER NAME: - Natalie Manllquea Hoffman Hanono.Insurance Svcs. 2990 Otay Lakes Road wits 102 • Chula Vista CA 01913 PHONE Ext): 19-420-18 1 E-MAIL ADDRESS:. eftlfltes(hhinSUrance.Om FAX iA,No: 140 01 • INURER{S) AFFORDING COVERAGE' NAIC 0 INSURER A : Greenwich Insurance Compan .2222 INSURED, R&R Controls Inc 4564 Alvarado Canyon.Rd Suite B . . San Diego CA 921go COVERAGES , ' R&RCONT-01 INSURER B : INSURER C INSURER D INSURER E INSURER F : • CERTIFICATE NUMBER: 17 15267 .REVISION NUMBER: THIS IS TO, CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POLICY PERIOD „-INDICATED., NOT VITHSTA DIr 1 ANY REQUIREMET1'TE M ORCONDITION DITION F ANY'CONTRACT OR OTHER DOCUMENT WITH RESPECT TO. WHICH THIS •' CERTIFICATE MAY' BE ISSUED OR MAY PERTAIN, THE •INSURANCE AFFORDED' BY THE.PDLICIES. DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHDWN'MAY HAVE BEEN REDUCED BY PAID CLAIMS: TYPE OF INSURANCE x: :COMMERC1AI GENERAL LIABI L11'Y x A CLAIIwMS-MADE Dad: $1,000 X OCCUR • GEN'L'ACGREGATE LIMIT APPLIES.PEft PO 1C JET ' . i LOG OTHER: AUTOMOBILE LIABILITY X AIRY 'MED AUTOS ONLY HIRED AUTOS ONLY UMBRELLA UAB EXCESS LIAB. DED ED AUTOUL NON -OWNED AUTOS ONLY X OCCUR CLAIMS -MADE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y f N ANYPROPRIETOR/PARTh1ER/EXECUTIVE OFFICER/MEMBER EXCLUDED? . (Mandatory In NH) • a . If es, describb under DESCRIPTION OF OPERATIONS below Y Y NIA POLICY NUMBER NPC-100136-0 NBA-1005135-00 NEC-6006620-00 .++POLICY EFF S4 JI J12012021 9120/2021 912012021 POLICY EXP MPRiD 9120/2022 91'01022 6120)2022 uMrrs EACH OCCURRENCE -'AM G PREMISES Ea MED EXP (Any one ' rson PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGO COMBINED SINGLE LIMIT Ea accid BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident EACH OCCURRENCE AGGREGATE _ 'PER ' STATUTE OTH- ER El. EACH ACCIDENT El. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT 1,000,000 100,0.00, . $5,000 ' 1,000,000 2,000,000 2,000,000 $1,000,000 4,000,000 4,000,000 $ $ E. a OESCRIP11ON,OF OPERATIONS /'LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached II more space Is reguIred) The• City of National City, its elected officials, officers, agents and employees are included, when required by written ntract, as additional insured with respects the e general liability and auto liability. CERTIFICATE HOLDER .' City of National City - cio Risk Manager • 1243 National City Blvd . National City CA • USA ACORD. D 018103) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 'DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE -- 1948.2015 ACORD CORPORATION. All rights reserved. : The ACORD name and logo are registered marks of ACORD 1 = _ From: Tracey@rrcontrols.com To: nationalcit ca nationalcityca@Ebix.com CC: Subject: RE: City of National City Certificate of Insurance Reg Date: 202I 2:44:42 PM Attachments: Please see revised Cal attached. Thank you! Tracey Des Lauriers Controller R & R Controls, Inc. 4564 B Alvarado Canyon Rd an Diego, CA 92120 619.516.1880 From: Customer Srvice <nationalcityca@ebix.com Sent: Wednesday, Septetnber 22,, 2021 1: 6 PM To: Tracey Des Lauriers Tracey@ rrc ntrols. om Subject: City of National City Certificate of Insurance Req -• CALIFORNIA - 1qsTIONALCfly ATV The attached notice is being sent to you on behalf of City of National City by Ebix RCS. City of National City has engaged with Ebix to manage insurance compliance verification on its behalf. You must be properly insured while doing business with City of National City and comply with insurance requirements. As of the date of this notice we .have not received proper evidence of insurance coverage. Please review the attached notice as it includes the information needed for compliance and where to send your Certificate of Insurance. Vendor Instructions:.The attached notice i. being.sent to you and your agent, if we have their email address on file. - Agent Instructions: Please review theattached notice as it includes the information needed .for compliance. Please send your certificate of Insurance via email to nationalcitvca@ebi .com; if you have anyquestions, please contact Ebix by calling 951- 5 - 74; thank you for your prompt attention to this ,matter. EBx EbixInc:IOne EbixwIJohns Creek,GA 097IWeb- ..