HomeMy WebLinkAbout2023 CON Westpro Plumbing Inc. - Plumbing Maintenance ServicesAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
WESTPRO PLUMBING INC.
THIS AGREEMENT is entered into on this 1 TH day of July, 2023, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WESTPRO
PLUMBING INC, a California corporation (the "CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to provide city-wide
plumbing maintenance services including, but not limited to drain cleainings and blockages, leaks
detection, line location detecton and related plumbing services to City -owned facilities as needed
and directed by the City's Faciliites Maintenance Supervisor.
WHEREAS, the CITY has determined that the CONTRACTOR is plumbing contractor
and maintenance 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:
1. ENGAGEMENT OF CONTRACTOR. . The CITY agrees to engage the
CONTRACTOR to provide plumbing maintenance services and the CONTRACTOR agrees to
perform the services set forth here in accordance with all terms and conditions contained herein.
The CO TRACTOR 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. This Agreement will
become effective on July 19, 2023. The duration of this Agreement is for the period of July 19,
2023 through June 30, 2026. Completion dates or time durations for specific portions of the project
are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same
terms and conditions for an additional one 1 year term. The Parties may exercise up to three one-
year extensions. Any extension of this Agreement must be approved in writing by the City
Manager.
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 CONTRACTOR 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 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.
4. PROJECT COORDINATION ANDS P R ISION. 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 progress and
execution of this Agreement for the CONTRACTOR. Tricia Parks, Vice President, thereby is
designated as the Project Director for the CONTRACTOR.
5. COMPENSATION SATION 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 "A" shall not exceed $30,000 over the entire term of the
Agreement, including any extensions. The compensation for the CONTRACTOR's work shall not
exceed the rates set forth in Exhibit "A". At least thirty days prior to July Pt of each year of
the Agreement, CONTRACTOR R may submit an updated Exhibit "A" to the CITY with new rates
on an annual basis. Any such increased rates shall be effective July 1 st of the following year of the
Agreement and shall not increase the total amount of the Agreement. Monthly invoices will be
processed for payment and remitted within thirty 0 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 Agreement 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
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 CONTRACTOR.
7. DISPOSUPION 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: 1 be free from defects; (2)
become the property of the CITY for use with respect to this project; and 3 shall be turned over
to the CITY upon completion of the project, or any phase thereof, as contemplated by this
Agreement.
Contemporaneously oraneously with the transfer of documents, the CONTRACTOR hereby
assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright
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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
disclaims 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 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 project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
8. INDEPENDENT CONTRACTOR. ACTO . 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 written 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 S BC NTRACT R 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.
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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.
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 in similar 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 INATION PROVISIONS. The CONTRACTOR shall not
discriminate against any employee or applicant for employment because ofage, 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 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 CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR
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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
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;(hi) 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
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 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, 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 Eligibilit Indemnification. If C NTRACT 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
S
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; enroll in PERS as an employee of CITY; 4 receive any employer contributions paid
by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue
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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 kinitation of CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR TOR and
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. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
16.3 Indemnification for Ems to ee Pa ents. 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, 2 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' S' 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 anddescription,
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 S CONTRACTORS , when applicable, to purchase and
maintain throughout the term ofthis Agreement, the following insurance policies:
A. 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 property damage
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 -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
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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 CONTRACTOR'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
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 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 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 Agreement.
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, CA91950-4397
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 "LA► SLI" 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 of $10,000 must be
disclosed to 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 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
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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 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
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 Attorney'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
COI TRACTOR. During said 0-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. hi the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRMT R,
whether paper or electronic, shall immediately become the property ofand 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.
F. The CITY further reserves the right to immediately terminate this
Agreement upon: 1 the filing of a petition in bankruptcy affecting the CONTRACTOR; 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, iii if mailed
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by registered, certified or ordinary mail, five days (ten 1 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 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:
To CITY: Director of Public Works/City Engineer
Engineering & Public Works
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONTRACTOR:
Tricia Parks
Vice President
712 E. 18th Street
National City, CA 91950
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 ofchanged
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 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,
El 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.
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23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public worts contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3,
172 . , and 1771. CONTRACTOR 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.
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 ten .e . 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 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 terns 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.
G. Assignment & Assumption , f Rights. CONTRACTORshall 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 a.y 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 I , , 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.
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L. Successors and ssins. 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
CONTRACTOR identified in this Agreement. The CONTRMTOR 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 subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor
ofthe 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 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 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 first above written.
CITY OF NATIONAL CIT'
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APPROVED OVED AS TO FORM:
By:
Barry J.
City Atto ey
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Revised February 2023
WESTPRO PLUMBING INC
(corporation - signatures of two corporate ( **leers required)
(Partnership or Sole pr ;rietr rs/Iip — (me signature)
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Page 11 of 11
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City of National City and
WESTPRO PLUMBING NG INC
REGULAR TIME RATE: $145/HOUR
OVERTIME RATE: $217b50/ HOUR
HYDRO —JETTING: $495/HOUR
CAMERA INSPECTIONS: $395/HOUR
SERVICE TRIP CHARGE: $72.50
WWW.WESTPROPLUMBING.COM
(619) 239-2112
EXHIBIT A
Contractors Lic. 777176
Backflow/PRV Repair & Replacement
Drain Cleaning
Hydro -Jetting
Fixture Repairs & Installations
Gas Line Repairs & Leaks
Pipe Repairs & Leaks
Hot Water Heaters
Grease Interceptors/Repairs
Sewer Odors/Vapor Testing
Leak Detection/Line Location Services
CCTV lnpsection
Sewer Pipe Descaling
Wall Hydrants
CALL FOR MORE INFO
(619) 239-2112
www.westproplumbing.com