HomeMy WebLinkAboutContracts & Agreements_194-2021AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the installation of overhead rollup doors for city of Redlands' Fire
Station No 261 ("Agreement") is made and entered in this l9th day of October, 2021 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City") and National
Garage Door, a California corporation ("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.
11
ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
City hereby engages Contractor to install overhead rollup doors for City's Fire Station
No 261 (the "Services") 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
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 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
2.2 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
2.3 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 Labor Code sections 1775
and 1813
2 4 Contractor and its subcontractors shall comply with the provisions of Labor Code section
1776 regarding payroll records maintenance, certifications, retention and inspection.
1
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034 doc.jn
2.5 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to
Labor Code section 1810
2.6 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 7 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 Jim Topoleski, Fire Chief, 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 Contractor 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 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 One Hundred Ninety Seven Thousand Eight Hundred Seventy Five Dollars
($197,875) City shall pay Contractor in accordance with Exhibit `B," titled "Price
Sheet," which is attached hereto and incorporated herein by reference.
5.2 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 or electronic mail transmission (including
2
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034 doc.jn
PDF), 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
Kevin Lewis, Vice President
National Garage Door
3185 Fitzgerald Road
Rancho Cordova, CA 95742
kevin@nationalgaragedoor.com
(916) 638-4554
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. Contractor 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 "C,"
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
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
3
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn
6.2 Contractor shall defend, indemnify and hold harmless City and its elected and appointed
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;
(ii) 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.
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
4
L:\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn
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 (ii) 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
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor
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
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, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, California.
5
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn
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
NATIONAL GARAGE DOOR
By By
Paul Barich, Mayor Kevin Lewis, Vice President
ATTEST
eanne Donaldson, City Clerk
6
L \ca\dim \Agreements\National Garage Door Agreement.NPS2.2.FY21 0034.doc.jn
EXHIBIT "A"
SCOPE OF SERVICES
Furnish and install three (3) — 12' x 12' BATOR four -fold AFF158 folding doors,
powder coat finish, exterior mount, 115 Volt, Single Phase, Light curtain on inside
of door, electric edge, timer to close, fully glazed door with 1" insulted tempered
glass, remote control and receiver per door, long range antenna, BEA Widescan
sensor, exterior saw cut loop and detector
Demolition and disposal of 3 sectional doors
- Electrical wiring, conduit and hookup of three (3) four -fold doors
7
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn
EXHIBIT "B"
PRICE SHEET
Supply and Installation of Three BATOR
Four -Fold Doors
$168,875 00
Electrical Work
$29,000 00
TOTAL
$197,875.00
8
L:\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn
EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways.
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
l�°I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
NATIONAL GARAGE DOOR
By'
P
_ Date
Kevin Lewis, Vice President
9
L.\ca\djm\Agreements\National Garage Door Agreement.NPS2.2.FY21-0034.doc.jn