HomeMy WebLinkAbout2023 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 on this 1Pt day of July, 2023, by and between the CITY
OF NATIONAL CITY, a municipal corporation (the "CITY"), and R & R CONTROLS, INC., a
California corporation (the "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, as needed and as directed by the CITY' S Facilities
Maintenance Supervisor.
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:
NGAGEMENT 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
CONTR. C TOF or under direct supervision of the CONTRACTOR.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will
become effective on July 1, 2023. The duration of this Agreement is for the period of July 1, 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 is to provide on -site
environmental control systems, including but not limited to, design, installation, information,
assistance and sports 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 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. PROTECT COORDINATION AND SUPERVISION. Director . of Public
Works/City. Engineer hereby is designated as the Project Coordinator for the
�CITYand 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. Chris Sommese 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 erformed. Billings shall
include labor classifications, respectiverates, hours worked and also materials, if any. The total
cost for all work described in Exhibit "A" shall not exceed $50,000 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 (30) days prior to July 1st of each year of
the Agreement, CONTRACTOR may submit an updated "Exhibit A" to the CITY with new rates
on an annual basis. Any such increased rates shall be effective July 1st of the following year of the
Agreement and shall not exeed the total amount of the Agreement. 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_ duringthe term of this Agreement and for
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three 3 years from the slate 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 performed of the servicesand 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 a report which supports
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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. DISPOSITION AND _OWNERSHIP P DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents reared bythe
prepared
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
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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
in, and the right to reproduce, all written material, drawings, plans, specifications, 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 spcifications
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 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, ees, artners
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 anyof 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 a.ner 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 licale state and federal
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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, pemiits, 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 ordinarilyexercised
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
CONTRACTORhas 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 tie
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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 ACT 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 CONTRACTORwill 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 paor other forms of compensation, and selection for
training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places
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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 R shall: limit the use and circulation of such
information,even within its own organization, to the extent necessarylg 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;- .(iii) is already i . the possession of the CONTRACTOR without any obligation, of
confidentiality; or (iv) has been or is. hereafter rightfully disclosed to the CONTRACTOR a ..
thirdparty, 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 dis l se 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 p forrnance 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 negligenceor willful misconduct of the CITY, its
� agents,
officers,, employees or volunteers. CITY will cooperate reasonably in the defense of an 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 . at li ence
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 tinder this Agreement claims, or is determined by a court of cometent 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
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as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of th.e 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; (4) receive any employer contributions paid
by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue
to a CITY employee.. CONTRACT.R's'employees hereby waive any claims to benefits or
compensation described in Ihjs Section 1... This Section 16 applies to CONTRACTOR
notwithstanding any other agency, state or federal regpolicy,ulation, rule, 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
any work under this Agreement. Neither CONTRACTOR nor C ITRACT R'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
drl ers' compensation insurance on behalf of CONTRACTOR
16.3 Indemnifco for nployee lants. CONTRACTOR agrees to defehd and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
gtr bution
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 CONTRiaiCTOR, or 3 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 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, payme.ts,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 CO TRACT R S , when applicable, to purchase and.
maintain throughout the term of this 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
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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.
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
with a waiver of subrogation in favor of the CITY. Said endorsement shall beprovided 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 3 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.
shall be:
G. The Certificate Holder for all policies of insurance required by this Section
City of National City
o 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 ratingof not
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less than ANTI 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 CONTRACTOR ACTOI does not keep all insurance policies required by
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this Section 18 in full force and effect at all times during the term of this Agreement, the CITY
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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
higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in
excess of the specified minimum limits ofinsurance 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 ofthe other party arising out oftis Agreement, then in
that event, the prevailing party in suchaction 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 fees to the prevailing
party if other than the CITY shall, in addition, be limited to the amount of attorneys 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 o-day's written notice to the'
CONTRACTOR. During said 0 day period the CONTRACTOR ACTO. 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 CONTRACT l 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, vings, Plans, Specifications and other documents prepared' by the CONTRACTOR,
ACTOR,
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: f the filing of a petition in bankruptcy affecting the CONTRACTOR; 2 a
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reorganization of the CONTRACTOR for the benefit oil creditors; or 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
by registered, certified or ordinary mail, five days (ten 0 0) 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 givenby 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 direct d 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:
f
R Controls, Inc.
4564 4664 Alvarado Canyon Road, Ste.
San Diego, CA 9 120
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 4 hours by
letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST - AND POLITICAL REFORM I 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
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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.
7 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 th.e City Clerk
of the City of National City in a timely manner on forins 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 wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1 20 ,
1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage
rates apply and, if applicable, pay such rates in accordancewith all laws, ordinances, rules, and
regulations.
24. ADMINISTRATIVE PROVISIONS.
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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 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Cats. 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 areinconsistent 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
inodified or amended except by an instalment in writing executed by each of the parties hereto.
G. 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.
1. 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
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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, 00 , 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 th
parties as to the subject matter hereof. No subsequent a eennent representation, Orpromise..-
by either party hereto, or by r to an employee, fc,er,-agent or representative of ay .ayhereto
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 i-s engaging the services of the
CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any
portion
of work, unless such subcontracting was part of the original proposal or is allied 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
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 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 part's counsel and advisors have reviewed this Agreement, 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, orany portions hereof, or any
amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.. . .
Standard Agreement - Page 11 of 12
Revised February 2023 R & R Controls, .Inc.
City of National City and
1
CITY OF NATIONAL CITY
By:
Ben Martinez. Interim City Manager
APPROVED AS TO FORM:
By:
lit Barry J. Schultz,
oerCity Attorney
Standard Agreement
R R CONTROLS, INC.
(CoToration - signatures of two corporate officers required)
(Partnership or Sole proprietorship - one signature,)
By:
am
By:
Richard D. Des Lauriers
(Print)
President
(Name)
Charles L. Seeger
(Print)
Vice President
(Title)
City of National City and
Revised February 2023 R & R Controls, Inc.
Page 12 of 12
R & R CONTROLS INC.
2023 Prevailing Wage Hourly Rates
HIBITA
'CONTROLS iNC.
CONTRACT
CUSTOMER
LABOR
RATES
SOUND
TECHNICIAN
NON
-EMERGENCY
$140.00 PER
HOUR
SOUND
TECHNICIAN
AFTER
HOURS/SATURDAY
$210.o0
PER
HOUR
SOUND
TECHNICIAN
SUNDAY/HOLIDAY
$280.00
PER
HOUR
SOUND
TECHNICIAN
EMERGENCY
24-hour
response
time
$185.00
PER
HOUR
4
NONPREVAILINC
AGE
RATES
REMOTE
ONLINE
SUPPORT
(REQUIRES REMOTE CONNECTION TO SITE)
$85.00
PER
HOUR
SERvVCE
TRIP
CHARGE
65.00
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. 1 th Street, National City, CA 91950
Casa de said - 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 City, CA 91950
CarCamacho Recreation Center — 1810 East 2 n Street, National City, CA 91950
National City Arts Center 200 E 12th St, National City, CA 91950
a
Fire Station No. 31 333 Euclid Avenue, National City
CIVIC CENTER
ONSJTE WORK PERFORMED ANNUALLY
(One 4-hour site visit per year)
• Disassemble Honeywell WEBStation-N4 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 tion-N 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.
• Review current data and verify that applications are working to maximize i e 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-
-MODEL
NO.
LOCATION
1
WORKSTATION
HONEYWELL
WEBs-N4
Maint Office
3.
WEB CONTROLLER
WEB-8025
+ 2 X
DEV
50
EOC
MDF
Room
2'
DDC
CONTROLLER
SPYDER
PROG
XTRL
CHILLER
1
DDC
CONTROLLER
SPYDER
PROD
XTRL
BOILER
6
DDC
CONTROLLER
SPYDER
PROD
XTRL
PENTHOUSE
1
DDC
CONTROLLER
SPYDER
PROG
XTRL
EOC
BASEMENT
10
DDC
CONTROLLER
SPYDER
PRIG
VAV XTRL
BASEMENT
21
DDC
CONTROLLER
SPYDER
PROG
VAV XTRL
1ST
FLOOR
19
DDC
CONTROLLER
SPYDER
PROG
VAV XTRL
25T
FLOOR
PUBLIC LIBRARY
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.
• 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
NUMBER
MODEL
LOCATION
1
WEB
CONTROLLER
WEB-8100 + DEV-25
IDF
ROOM,
2"d
FI
1
DDC CONTROLLER
SPYDER PROG XTRL+
I/O
CHILLER
PAD
1
DDC
CONTROLLER
SPYDER
PROG
XTRL
BOILER
PAD
34
DDC
CONTROLLER
EXCEL
10
VAV
II
1ST
FLOOR
48
DDC CONTROLLER
EXCEL
10
VAV II
2ND
FLOOR
4
DDC CONTROLLER
EXCEL
10
REMOTE
k/O
2ND
FLOOR
1
DDC CONTROLLER
SPYDER
FROG XTRL
AH-7
2ND
FLR
7
DDC
CONTROLLER
SPYDER
FROG
XTRL
AHs
1-6, AH-8
POLICE-STAT.ION
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.
• 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
NUMBER
MODEL
LOCATION
1
WEB CONTROLLER
WEB-8025
+ DEV-25
� • � •
1
--
DDC
CONTROLLER
SPYDER
FROG
-------------
XTRL
BOILER
ROOF
2
DDC
CONTROLLER
SPYDER
PROG
XTRL
AC-1
& AC-2
ROOF
2
DDC
CONTROLLER
SPYDER
FROG
XTRL
HP-1
& 2
ROOF
1
DDC CONTROLLER
SPYDER
PROG XTRL
SF-1/EF-2
BSMT
4
DDC CONTROLLER
SPYDER
FROG VAV XTRL
BASEMENT
19
DDC CONTROLLER
SPYDER
FROG VAV XTRL
1ST FLOOR
11
DDC
CONTROLLER
SPYDER
PROG
VAV XTRL
2ND
FLOOR
FIRE STATION NO. 34
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
NUMBER
MODEL
LOCATION
1
WEB CONTROLLER
::1
D
IDF ROOM
5
DDC CONTROLLER
SPYDER PROG
XTRL
AC-1 thru
AC-5
1
r � �
• •
SPYDER
PROG
XTRL
FC-1
30
DDC
CONTROLLER
SPYDER
PROG
VAV XTRL
15t
& 2"d
FLOORS
5
DDC
CONTROLLER
SPYDER
PROG VAV XTRL
(5) BYPASS
DMPR
MLK COMMUNITY 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 sqrvice agreement:
QTY.
DESCRIPTION
MODEL
NO.
LOCATION
1
WIRELESS
GATEWAY
VICONICS
MPM-GW
IDF
ROOM
11 ;WIRELESS T-STATS
VICONICS
VT8600
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
MODEL
NO.
LOCATiON
1
WIRELESS
GATEWAY
VICONICS
MPM-GW
IDF ROOM
2
WIRELESS
7-STAYS
VICONICS VT8604
AC UNIT ZONES
I
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:
I
QTY.
DESCRIPTION
MODAL
NO.
LOCATION
1
WIRELESS GATEWAY
VICONICS
MPM-GW
IDF
ROOM
2
WIRELESS !:STATS
VICONICS
VT8600
AC UNIT
ZONES
ARTS CENTER
ONSITE WORK PERFORMED QUARTERLY
(One 3-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
MODEL
NO.
LOCATION
I.
WIRELESS
GATEWAY
VICONICS
MPM-GW
IDF ROOM
11
WIRELESS
T-STATS
VICONICS VT8600
AC UNIT ZONES
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.
DESCRIPTION
MODEL
NO.
LOCATION
1.
WIRELESS
GATEWAY
VICONICS
MPM-GW
1DF
ROOM
2
WIRELESS T-STATS
VICONICS VT8600 HP 1 & HP 2
PUBLIC WORKS
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.
DESCRIPTION
MODES
NO.
LOCATION
1
WIRELESS
GATEWAY
VICONICS
MPM-GW
CUSTOD.
ROOM
2
WIRELESS T-STATS
VICONICS
VT8600
RTU-1 &
RTU-2