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HomeMy WebLinkAboutContracts & Agreements_143A-2020NPS 2.2 (4/23/20) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of booster pump 1551 repair ("Agreement") is made and entered in this lst day of July, 2020 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and General Pump Company ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform booster pump 1551 repair services for City (the "Services") 1 2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 2 1 The Services that Contractor shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by reference 2 2 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing P 0 Box 3005), Redlands, California 92373 2 3 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771 6 2 4 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Laboi Code sections 1775 and 1813 1 L Ica\djmAAgreements\General Pump Company Agreement.NPS 2.2.doc.jn NPS 2.2 (4/23/20) 2 5 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 2 6 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 2 7 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 2 8 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U S C section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, goods or materials pursuant to this Agreement ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services 3 2 City designates Rudolph S Chow, P E , Municipal Utilities and Engineering Department Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Contractoi shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," which is attached hereto and incorporated herein by reference The Services shall commence as of the Effective Date of this Agreement 4 2 Contractor shall complete the Services no later than thirty (30) days from issuance of the purchase order, unless the Services are earlier terminated as permitted herein 4 3 Contractor shall furnish a labor and material bond in the form attached hereto as Exhibit "B," which is attached hereto and incorporated herein by reference, in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 Total compensation for Contractor's performance of the Services shall be in the amount of twenty five thousand nine hundred sixty five dollars ($25,965) City shall pay Contractor in accordance with Exhibit "C," titled "Fee Schedule Title," which is attached hereto and incorporated herein by reference 2 L Icaldjm\Agreemcnts\General Pump Company Agreement.NPS 2.2.doc jn NPS 2.2 (4/23/20) 5 2 Contractor shall submit an invoice to City upon completion of the Services City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 Contractor Tom Nanchy, Sr Project Manager General Pump Company 159 N Acacia Street San Dimas, Ca 91737 tnanchy@genpump coml (909) 599-9606 (909) 599-6238 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractoi shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 3 L IcaldjmlAgreements\General Pump Company Agreement.NPS 2.2.doc.jn NPS 2.2 (4/23/20) C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 6 2 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 7 2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (u) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7 3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk 4 L 1caldjmlAgrecments\General Pump Company Agreement,NPS 2.2.docjn NPS 2.2 (4/23/20) ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 8 2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, and (u) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination. 8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractoi pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Contractoi 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any 5 L 1caldpmlAgreements\General Pump Company Agreement.NPS 2.2.doc.jn NPS 2.2 (4123!20) amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS By ei_i_i/}7 Charles M Duggan, Jr , tity Manager ATTEST e Donaldson, City Clerk 6 L 1ca\dim\Agreements\General Pump Company Agreement.NPS-2.2.doc.in GENERAL PUMP COMPANY By Tom Nanchy, Sr P ect Manager S EXHIBIT "B" LABOR AND MATERIAL BOND NPS -2.2 (4/23/20) Bond No 107203815 Premium $312 00 Whereas, the City of Redlands, State of California, and General Pump Company*(hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to booster pump 1551 repair (the "Work"), which said agreement, dated July 1, 2020, and identified as booster pump 1551 repair is hereby referred to and made a part hereof; and *, Inc Whereas, under the terms of the Agreement, Principal is required before commending the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made m Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed m the performance of the Agreement and referred to m the aforesaid Code of Civil Procedure in the sum of twenty five thousand nine hundred sixty five dollars (525,965) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount heremabove set forth, and also in case suit is brought upon this bond, will pay, m addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition In witness whereof, this instrument has been duly executed by the Principal and surety above named, on July 2 , 2020 (SEAL) General Pump Comp (Con . ctor (Signature) I Y 1)U I(0 e)b(lGi 1, - 461/0114 OirrAir (Seal and Notarial Acknowledgment of Surety) (SEAL) Travelers Casualtv and Surety Company of America (Surety) BY LQ (Signature) T Le, Attorney in -Fact Address 21688 Gateway Center Drive Diamond Bar, CA 91765 Telephone(909 ) 612 3270 8 L 1ca'djm\Agreements\General Pump Company Agreement.NPS-2.2.doc.jn CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles J} On July 6, 2020 before mAlexa Juarez, Notary Public Date Michael Bodart personally appeared Nome() of Signer( Here Insert Name and Title of the Officer who proved to me on the basis of satisfactory evidence to be the person() whose name{s) is/ re subscribed to the within instrum nt and acknowledged to me that he/sh /th y executed the same in this/I r/thef r authorized capacity(' s), and that y his/h r/th it signature( on he instrument the persont), or the entity upon behalf of which the person( exe uted the insthument p p (� acted, ALEXA JUAREZ /` Notary Public California Los Angeles County -` Commission S 2266422 [ �My Comm Expires Nov ID 2022 r Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Sig :ture OPTIONAL f Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Trustee ❑ Other 0 Guardian or Conservator Signer is Representing Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — 0 Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Other Signer is Representing ©2018 National Notary Association ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of Contra Costa ) On J�.�ky Zl 2c ao before me, Brittany Kavan, Notary Public (insert name and title of the officer) personally appeared T Le who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature lit&p*-e/dAtD (Seal) w '_ x:.2� BRITTANY KAVAN COMM # 2176183 ' `i NOTARY PUBLIC CALIFORNIA m SAN FRANCISCO COUNTY 1 y ' My Comm Exp December 19, 20201 TRAVELERS i Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company St Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company and St Paul Fire and Marine insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make constitute and appoint T Le of SAN FRANCISCO California , their true and lawful Attorney in Fact to sign, execute, seal and acknowledge any and all bonds recognizances conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law IN WITNESS WHEREOF the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February 2017 State of Connecticut By City of Hartford ss Robert L Raney Sef'iforVice President On this the 3rd day of February, 2017, before me personally appeared Robert L Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company and St Paul Fire and Marine Insurance Company, and that he as such being authonzed so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer In Witness Whereof, I hereunto set my hand and official seal My Commission expires the 30th day of June, 2021 V\eklv_A. t `* Marie C Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company and St Paul Fire and Marine insurance Company which resolutions are now in full force and effect reading as follows RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President any Vice President, any Second Vice President the Treasurer any Assistant Treasurer the Corporate Secretary or any Assistant Secretary may appoint Attorneys in Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescnbe to sign with the Company's name and seal with the Company's seat bonds recognizances contracts of indemnity and other writings obligatory in the nature of a bond, recognizance or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her, and it is FURTHER RESOLVED that the Chairman the President any Vice Chairman any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary and it is FURTHER RESOLVED that any bond recognizance contract of indemnity or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President any Vice Chairman any Executive Vice President, any Senior Vice President or any Vice President any Second Vice President the Treasurer any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary or (b) duly executed (under seal, if required) by one or more Attorneys in Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority, and it is FURTHER RESOLVED, that the signature of each of the following officers President any Executive Vice President, any Senior Vice President, any Vice President any Assistant Vice President any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretanes or Attorneys in Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached 1 Kevin E Hughes the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St Paul Fire and Marine Insurance Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies which remains in full force and effect Dated this 2nd day of July , 2020 CC- AKevin E Hughesssi ta�t To verify the authenticity of this Power of Attorney, please call us at 1-800-421-3880 Please refer to the above-named Attomey-in-Fact and the details of the bond to which the power is attached. Secretary