HomeMy WebLinkAbout2022 CON Vortex Industries - Roll-up Door MaintenanceAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
VORTEX INDUSTRIES, LLC
THIS AGREEMENT is entered by and between the CITY OF NATIONAL CITY, a
municipal corporation ("CITY"), and and VORTEX INDUSTRIES, LLC, a California Limited
Liability Company ("CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide additional City-
wide on -site service, repairs, and maintenance to roll -up doors and gates.
WHEREAS, the CITY has determined that the CONSULTANT is a commercial and
industrial door repair services 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:
I. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT to provide additional City-wide on -site service, repairs, and maintenance to roll -
up doors and gates, and the CONSULTANT SULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall
not become effective and binding until fully executed by both the CITY and CONSULTANT. The
duration of this Agreement is for the period of July 1, 2022 through June 30, 2023.
3. SCOPE ,OF SERVICES. The CONSULTANT will perform services as set forth
in the attached Exhibit "A".
The CONSULTANT T 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 CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff
and City Council advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT SULTAN T 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.
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. 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 CONSULTANT shall assign a single
Project Director to provide supervision and have overall responsibility for the progress and
execution of this Agreement for the CONSULTANT. Noemi Corona thereby is designated as the
Project Director for the CONSULTANT.
. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT 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 "A" shall not exceed $50,000. The compensation for the
CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will
be processed for payment and remitted within thirty (30) days from receipt of invoice, provided
that work is accomplished consistent with Exhibit "A", as determined by the CITY.
The CONSULTANT 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 Agreement and for
three 3 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.
. 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 CONSULTANT and the CITY cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT in this
Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10)
business days, the CONSULTANT SULTANT and the CITY shall each prepare a report which supports 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, and/or the
compensation payable to the CONSULTANT.
. DISPOSITION SI'TION AND OWNERSHIP F DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT for this project, whether paper or electronic, shall: I be free from defects; (2)
becomc 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 CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
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 CONSULTANT shall,
upon request of the CITY, execute any further document(s) necessary to further effectuate this
waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify,
assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written
work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims
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any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual
property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT 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 project other than what was
expressly agreed upon within the Scope ofServices 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 CONSULTANT nor the CONSULTANT'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 ofthe CONSULTANT and
the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement, nor any interest
herein, may be assigned by the CONSULTANT without the prior written consent ofthe CITY.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or SU C NSULTANTS, as the CONSULTANT may deem necessary for the
proper and efficient performance f this Agreement. All agreements by CONSULTANT with its
SUBC NSULTANT S shall require the SU C NSULTANT 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 CONSULTANT or any of the CONSULTANT'S employees,
except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
CONSULTANT and its agents, servants, and employees are wholly independent from the CITY
and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement.
10, COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performanceofhervs 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 CONSULTANT and each of its
SUBC NSULTANT S , shall obtain and maintain a current City ofNational City business license
prior to and during performance of any work pursuant to this Agreement.
11, LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. CONSULTANT must promptly produce a copy ofany such
license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants
that the CONSULTANT 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
CONSULTANT to practice its profession.
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12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members ofthe CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions ofthe work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT 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 CONSULTANT'S professional performance or the furnishing of
materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique ,products,
treatments, processes, or materials whose availability is critical to the success of the project the
CONSULTANT 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
CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under
this sub -section will render the CONSULTANT 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 ATIOI ROVISI NS. The CONSULTANT 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 CONSULTANT 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 CONSULTANT agrees to 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 CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT 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
part of the information that (0 has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
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third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT SULTAI T 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 ofthe CITY. In its performance hereunder, the CONSULTANT 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.
CONSULTANT 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 CONSULTANT T agrees to defend, indemnify, and hold 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, ofany kind or
nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the CONSULTANT'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 CONSULTANT T 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 ]TRA T R'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; 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
ue
to a CITY employee. CO TRACT 1 '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
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CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave, or other fringe benefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings on behalf of CONTRACTOR. TOR. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
16.3 Indemnification f r rr ploy a Pats. 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, or
workers' compensation payment which the CITY may be required to make on behalf of(1)
CONTRACTOR, A TOR, any employee of CONTRACTOR, or any employee of CONTRACTOR
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 CONSULTANT T 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 CONSULTANT under
this Agreement.
18. INSURA_. The CONSULTANT, IT, at its sole cost and expense, shall purchase
and maintain, and shall require its SU ON SULTAI T S , when applicable, to purchase and
maintain throughout the term of this Agreement, the following insurance policies:
A. I If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of S1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,O00
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles. The policy shall name the CITY- and its officers, agents, employees, and
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 injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
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
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.
I. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
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with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONSULTANT has no employees subject ect to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT 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 0 days 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 CONSULTANT 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 Agreement.
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
do Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
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
stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -
admitted "surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ("LASLI") 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 CONSULTANT 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 of $10,000 must be
disclosed t' and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 18, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
K. If the CONSULTANT 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 CONSULTANT. 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 any of 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
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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. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. During said 0-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT 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 CONSULTANT'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 CONSULTANT; a
reorganization of the CONSULTANT for the benefit of creditors; or a business reorganization,
change in business name, or change in business status of the CONSULTANT.
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, (iii) ifmailed
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:
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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 CONSULTANT:
Shannon Kane
Compliance Manager
Vortex Industries, LLC
20 Odyssey
Irvine, CA 92618
Notice of change of address shall be given by ritt n 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. During the term of this Agreement, the CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment,
process, or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT 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 CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
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 CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT 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 CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT 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 CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3,
1 20., and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply
and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
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24. ADMINISTRATIVE PROVISIONS.
A. Computation of Time Periods. If nr 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 5:00 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 ofthis 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 Agr eem n . The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONSULTANT 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 1 , , 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.
I. 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
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion of the work under this Agreement is subcontracted,
the subconsultants shall be required to comply with and agree to, for the benefit of and in favor
Standard Agreement Page 10 of 11 City of National City and
Revised July 2021 VORTEX INDUSTRIES, LLC
ofthe CITY, both the insurance provisions in Section 1 8 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 participated 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
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such patty'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 theeffect 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:
Brad Raulston, City Manager
APPROVED AS TO
By:
FORM:
Sesi"die
City Attomeyw
VORTEX INDUSTRIES, LLC, A
CALIFORNIA LIMITED LIABILITY
COMPANY
(Corporation — signatures of two corporate officers required)
(Partnership or Sole proprietorship — one signature)
re)
4,(7)
ame)
Sha• on'Kane
Compliance Manager
(Print)
(Title)
Date:
2,t zAZ.
By:
(Name)
(Print)
(Title)
Date:
Standard Agreement Page 11 of 1 1City of National City and
Revised July 2021 VORTEX INDUSTRIES, LLC
7777
Prevailing Wage Rates
Southern California
:0Oam--
TIME
: 0pr) :
TIME & A HALF
(Mon-Fh 4.3 pm-8:30p
Sat 8:0Oam-4:30pm)
DOUBLETIME
(All other times & holidays)
STRAIGHT
ion -Fri
SINGLE
MAN
200.00lh
ou r
30 .0 /hour
40 00/h u r
CREW
$320.00/hour
$480.00/hour
$640.00/hour
ESTIMATES
NO CHARGE
o Each visit subject to a minimum 1 hour Service Charge
o 1 Year Warranty on Parts & 90 Days on Labor for all repairs
o No Fuel Surcharges, Truck & Equipment Charges or
various fees
o All types of Doors & Hardware: Roll -alp Doors, Automatic
Doors, Fire Doors, Hollow Metal Doors, Access Controls, Glass
Entrance Doors, Security Gates, Glass Replacement & Board Ups,
Dock Levelers & Equipment ent and all related hardware.
5/10/22 SoCA
Exhibit A
,..--- , ... , AccoREP
CERTIFICATEOF
LIABILITY
INSURANCE.
DATA (MM/DDlYYYY)
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 P LrICIES
' BELOW.. THIS. CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder
If SUBROGATION IS WA1VEDt*subject
this certificate does not confer rights
_ - - -
is an ADDITIONAL INSURED, the policy(Ies) must have ADDITIONAL INSURED provisions or be endorsed,
to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
_
to the certificate holder in lieu of such endorsement),CONT
-
PRODUCER
Arthur J. Gallagher & Co.
Insurance Brokers of CA Inc. LIC # 7 9
•182 1 Von Kalman Ave Suite
Irvine CA 92612
NAMEACT Arthur J. Gallagher & Company
PHONE - -
_Arc. No, Ext , 94 4 !1) .
FAX
IAIC, No}: 818- 39-23 1
_ ,
ADDRESS:
INSURER(S) AFFORDING COVERAGE --
NAM tI
INSURER A : Old Republic Insurance Company - ,
r 24147
INURED i VO TIND-01
NexusHolding, LLC; Vortex Industries, LLC
Vortex Colorado, LLC; Vortex Doors, LLC 1
20 Odyssey
Irvine CA 92618
'
INSURER B ;
-
INSURER 0 :
— __ _
INSURER D :
INSURER E
INSURER F : i
COVERAGES.
CERTIFICATE t MBER:33518 249
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY'PERI D
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 H Wf MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
L7R
� T�CPEOFIN URANCE
AD>]L
ti k
UBR
ail J
POLICY NUMBER
M JDpoll D1(EFF
MMIDD E [P
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
YY
MW Y31 64 22
nii2o22
' 7111 023
EACH OCCURRENCE
$1,000,000
DAMAGE TO RENTED
PREMISES (Fa occurrence)-
100,000
CLAIMS -MADE
I _1:_I OCCUR
MED EXP (Any one person)
$ ,000
PERSONAL & ADV INJURY'
$ 1,000,000
GENERAL AGGREGATE
$ ,000,000
GENT:
AGGREGATE LIMIIIT APPLIES PET :
PRODUCTS 'COMP}OP AGG
$ 2,000,000
POLICYL2L]
To-T
L
LOC
Ultimate Gen A..
10,000,000 ,
_
OTHER:
IUTOMOBILE LIABILITY
MWTB31664622
_
7/112022
7/11 0 3
COMBINED�Eaaccldcnt� SII iOLE LIMIT
$ 1,000,000
BODILY INJURY (Per person)
-- 1
X
ANY AUTO
BODILY INJURY (Per accident)
OWNED
AUiTOS ONLl
i
i
SCHEDULED
AUTOS
PROPERTY DAMAGE
(Per accident)
$ -
HIRED
AUTO ONLY
NON-O NED
AUTO ONL1
-
Corn. Coil Ded
$ 1,000
UMBRELLA LCAB
OCCUR
EACH OCCURRENCE
AGGREGATE
$
EXCESS LIAR
'
CLAIMS -MADE
$
DED
RETENTION $
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY f
H } AE.L.
MWC316 44 2
7/1/2022
7111201-14
T�4TUTE
ER
EACH ACCIDENT
. 1,000,000
ANYPROPRIETOR/PARTNERJEXECLMVE
OFFICER}MEMBEREXCLUDED
E.L. DISEASE - EA EMPLOYEE
1,000,000
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
• ' •
+
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
The City of National City, its elected officials, officers, agents, employees and volunteers are named as additional insured on the General Liability and Auto
Liability policies, if required by written contract or agreement. The insurance provided in the General.Liability policy is primary and any other insurance shall.be
excess only, and not contributing. Waiver of Subrogation on the General Liability, Auto Liability and Workers Compensation policies applies in favor of
Additional Insureds.
CERTIFICATE HOLDER
CANCELLATION
. !
City of National City
elo 'Risk Manager
1243 National.City Boulevard
National City CA91950-4397
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE 'WILL BE DELIVERED IN
ACCORDANCE mil THE POLICY PROVISIONS.
- - -
- --
.AUTHORED REPRESENTATIVE
I Ce.f.r.---d----"-
F-
ACORD 2.5 01610 )
CI 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name' and logo are registered marks of ACORD
.
•
.11
ti*
V
ia� �r Yraa� mw.. fr Ir
. - T - a a - a r- -. r
i•}ram ; - _i . tea_. .1' � a - �a� -- i— -- t--=
•�17rrs.��� yam _ _ _ �s.��. �W •
n
r
1NORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE
POLICY POLICY NUMBER: MWC 316644 22
WC oa os os -
(Ed. 04-84)
_
WAIVER OF OUR. RIGHT TO RECOVER FROM OTHERS_ ENDORSEMENT'- T
CALIFORNIA P ----- -
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that
you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the
work described in the Schedule.
The additional premium for this endorsement shall be O % of the California workers' ' compensation premium
otherwise due on such remuneration. .
SCHEDULE
PERSON OR ORGANIZATION JOB DESCRIPTION
AS REQUIRED PER CONTRACT
SPECIFXCATION TO THE EXTENT
ALLOWABLE BY LAW
DATE OF ISSUE: 7— 1-2 22
ON FILE WITH COMPANY
199E by the Workers' Compensatial Insurance Rating Bureau : of Callfanla. All rights reserved.
From the WCIRB's California Workers' C pensati n Insu a Forms Manual 10 1999.,
ti
as • # • • r — 1 ..r • _• V
w+T
INSURED COPY
1 IN. ; rw • • Ord- a .: r i.Y . . #. . t a+`TYrq�. r
• k
1
P LICY NUMBER: MBER: MWZY31664522
COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
blame Of Additional Insured Person(s)
Or Organization(i)
Location And Description Of Corn Teed Operations
All persons and organizations as required by written contract
or agreement
F
•
•
• F
1 . a , '
The locations as specified in the written contracts or
agreements
.
Information required .to corn I lets 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 persons) or
organization(s) shorn in the Schedule, but only
with respect to - liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "p'roducts-completed operations hazard".
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 bed 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 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.
{I •
CG 20 371 19 10 Insurance Services Office, Inc., 2018
Page.1 of 1
Policy #: MWT 1 6 622
•
-
•.r.•a-," .,- -- '- F•.A': aa',F-9r • a= - ti
. t rw
. ...mow — — '
. 7
11,
aCO E 1 L o"
-CA.04 49"I'I16-
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies In urance provided under the f llowing:
AUTO DEALERS COVERAGE FORM
'FILISINES8 AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided •13i this endorsement, the provisions of the .Coverage Form apply urttess
modified by the endorsement.
A. The following is added to the Other Insurance
'Condition in the Busin Auto - Coverage Form
.and the Other Insurance — Primary , #nd Excess
Insurance Provisions in the .Motor Carrier
• Coverage .Form and supersedes any ,provision to
the contrary:
This Coverage . Forrrt's Covered Autos, Liability
Coverage i• primar/ to and will not seek
contribution from any other Insurance .available to
an 'insured" under your policy provided that:
1. Such "insured" iS a Named In uired under 'such
pthetr insurance; and
2. You have agreed in writing in a contract or
F agreement that this insurance would be
primary and would not seek Contribution from
any other insurance available to such
!Insured".
B. The following is added to the Other Insurance
Condition In the Auto Dealers Coverage Form -and
supersedes any provision to the contrary:
.This Coverage ..Form's Covered Autos Liability
Coverage and General Liability , Coverages are
primary to .arid will not, seek Contribution -from any
other insurance available to an "Insured" under
your policy provide that:
1. Such "insured" is a Named Insured under such
other insurance; and
. You have agreed in .writing in. a bontract .or
agreement that this 'insurance . would b
primary and would not seek contribution from
any other. Insutanctit available to such
"insured".
CA 04 49,11 1, . , Insurance Services Office,, Inc.,. 2016
Pagel of 1
•
1.
Tr L
POLICY UMBER: MWZ 1 22 ' ` . COMMERCIAL. I E L LIABILITY -.
, . ... _ co'I 1219
rg
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
•
� .�. ' # a , -,' . fi s� o,� s��c A�.3t� R T- ask ���'� 'F — s'Y • 4—..—� �r r . r *.• - S Fr • uR a T.
-_ - r.-•--a•----tea.�� - __ T. ��4, _ __ .� �.a�.-�--.ra--.�..r ����--�� -w-. ] - 4 'u— A
'ADDITIONAL INSURED - OWNERS,LESSEESOR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsem nt modifies.insuran e., provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Jaime Of Additional Insured'Per on(s)
or Organization(s)
Location(s)Of Covered Operations
All persons and organizati ns as required by written contract or The locations as specified in the written contracts or agreements
agreement .
IInformation required to complete ,this Schedule, if not shown above, -will be. shown in the Declarations.
A. Section 11 — Who is An Insured is amended to
include as an additional 'insured the persons 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:
Your acts or omissions; or
.. The acts or omissions of those acting on your
• behalf; '
in the performanbe 'ofyour ongoing 'operations for
the additional insureds, at the location(s)
designated above;
However: •
1. The insurance - afforded to such additional
'insured only applies to. the extent permitted by
law; and
. If coverage provided, to the additional insured is
required by a .contract ; r agreement, the
insuranceafforded to such additional insured
will not be broader ,than that which you are
required by • the ' .contract pr. 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:
I. '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 insuredsat the
location of the covered operations has been
completed; or
. 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
grin ipalas a part of the same project.
D,G 01 1 19 r- Insurance- Services Office, Inc., 41.16 Page 1 of
Policy #: MWZY31664522
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section . SICinit f-�iin:=---
_if p r _ ro id d to h addition l�_insured�is _ _ _ This- endorsement---� shall--not,--increase-- the
required bya contra t or aigre rient,�the most we applicable limits of insurance.
will payon behalf of the additional insured is the pp
amount of insurance:
1.. Required by the contract or agreement; or
2. Available under the applicable limits -of
insurance;
hidhe r` is.1e . - - -- - - s .
Page 2 of 2 @ Insurance Services Office, Inc., 2018 CG 0 10 12 1
Policy #: MWZY31664522
COMMERCIAL GENERAL LIABILITY
CG 24 53 119
THIS ,ENDO SEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY:- - _-
•
WAIVER OF TRANSFER -OF RIGHTS OF RECOVERY'
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
AUTOMATIC
This endorsement modifies insurance. provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
ELECTRONIC DATA LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGEPART
POLLUTION:LIABILITY COVERAGE PART DESIGNATED SITES
POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
RAILROAD PROTECTIVE LIABILITY COVERAGE PART
UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
The following is added to Paragraph 8, Transfer Of
Rights Of Recovery Against Others To Us of
Section IV — Conditions:
We waive any'right of recovery againsttanyr person or
organization, because of any payment we make
under this Coverage Part, to whom the insured has
waived its right of recovery in. a written contract or
agreement. Such waiver by us applies only to the
extent that the insured has waived its right of recovery
against such person or organization prior to loss.
CJG-24
10 Insurance Services Office, Ire ., 2018 Page 1 of 1