Loading...
HomeMy WebLinkAboutCintas Corporation No. 2; 2025-04-28; PSA25-3719UTILPSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 1 AGREEMENT FOR FIRE EXTINGUISHER MAINTENANCE SERVICES FOR UTILITIES CINTAS CORPORATION NO. 2 THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California (“CMWD”), and Cintas Corporation No. 2, a Nevada corporation (“Contractor”). RECITALS CMWD requires the professional services of a consultant that is experienced in fire extinguisher maintenance services for Utilities. Contractor has the necessary experience in providing these professional services, has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to March 25, 2026. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed seven thousand dollars ($7,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are NET 30 unless provided otherwise in Exhibit “A”. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 28th April PSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 2 It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 5. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the results to be accomplished. 7. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under the CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 PSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 3 8. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD’s execution of this Agreement. 9. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Don Wasko Name Daryl Bambridge Title Utilities Manager Title General Manager Department Utilities Address 8254 Ronson Rd Carlsbad Municipal Water District San Diego, CA 92111 Address 5150 El Camino Real Phone No. 858-492-7403 Carlsbad, CA 92008 Email bambridgeb@cintas.com Phone No. 442-339-2338 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 10. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. For Labor Compliance Service Agreements, the Contractor further represents, warrants, and declares, under penalty of perjury, interest, as that term is defined in Labor Code Section 1771.8(a)(2) does not exist. Yes ☐ No ☒ Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 PSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 4 11. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 12. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 13. TERMINATION CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 14. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 15. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of CMWD. 17. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 18. AMENDMENTS This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 19. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 PSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 5 20. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad CINTAS CORPORATION NO. 2, a Nevada corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Nick Pickens, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Director of Constituent & Clerk Services (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: _____________________________ Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 PSA25-3719UTIL General Counsel Approved Version 2/11/2025 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE ITEM NO. UNIT QTY DESCRIPTION PRICE 1 LS 110 Perform annual fire extinguisher inspections for all extinguishers located at CMWD, city remote facilities, and city trucks/vehicles. $1,094.50 *SUBTOTAL $1,094.50 **Extra Work – any additional fire extinguisher maintenance services or additional work needed requires prior approval by Utilities project manager $5,905.50 *TOTAL NOT-TO-EXCEED ANNUAL AMOUNT $7,000 *Includes taxes, fees, expenses and all other costs. **Extra Work – extra work requires prior approval by email from the Utilities project manager and/or his designee before any work is done. Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 . _____.. ACC:,RC>® CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) ~ 06/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk services Northeast, NAME: Inc. P_HONE (866) 283-7122 I r..e~. No.): (800) 363-0105 c/o Aon client services (AIC. No. Ext): 4 overlook Point E-MAIL Lincolnshire IL 60069 USA ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURED INSURER A: Liberty Insurance corporation 42404 Cintas corporation and its subsidiaries INSURER B: Liberty Mutual Fire Ins co 23035 Cintas Fire Protection LM Insurance corporation 33600 6800 Cintas Blvd, P.O. Box 625737 INSURER C: Cincinnati OH 45262 USA INSURER D: Westchester Fire Insurance company 10030 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570106646070 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested 'trR TYPE OF INSURANCE 1i¥so W:J~ POLICY NUMBER cMMrooiYvvv1 (MMffiD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY y TBLb~.lUU4LL /Ul:M U / /U.L/ LUL~ U//U.L/LUL~ EACH OCCURRENCE $2,000 ,000 -D CLAIMS·MAOE 0 occuR Uf\Mf\uC: JU '1C:'" I C:U $1,000,000 PREMISES (Ea occurrence) X Contractual Liability MED EXP (Any one person) $5 ,000 -PERSONAL & ADV INJURY $1,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 =7 □PRO-0Loc $2,000,000 POLICY JECT PRODUCTS • COMP/OP AGG OTHER: A AUTOMOBILE LIABILITY AS7-651-004227-074 07/01/2024 07/01/2025 COMBINED SINGLE LIMIT $5,000 ,000 CEa accident\ -X ANY AUTO BODILY INJURY ( Per person) --SCHEDULED BODILY INJURY (Per accident) OWNED -AUTOS ONLY AUTOS PROPERTY DAMAGE -NON-OWNED HIRED AUTOS (Per accident) -ONLY -AUTOS ONLY X Comp/Coll $0 Ded. D X UMBRELLA LIAB l~OCCUR G22035277019 07/01/2024 07/01/2025 EACH OCCURRENCE $5,000,000 -AGGREGATE $5,000,000 EXCESS LIAB CLAIMS-MADE OED I X I RETENTION $10,000 C WORKERS COMPENSATION AND y WA565D004227104 07/01/2024 07/01/2025 X I PER STATUTE I IOTH- C EMPLOYERS' LIABILITY YI N y WC5651004227124 07/01/2024 07/01/2025 ER ANY PROPRIETOR I PARTNER / EXECUTIVE ~ E.L. EACH ACCIDENT $2,000,000 OFFICER/MEMBER EXCLUDED? NI A (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $2,000,000 ~m~ftf[&~ onfgPERATIONS below E.L. DISEASE-POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) city of carlsbad/CMWD is included as Additional Insured on the General Liability policy, but only with respect to work performed under contract between the certificate Holder and the Insured. on the workers' compensation policy, a waiver of subrogation exists in favor of the certifi cate Holder, only to the extent required by written contract and that negligent acts of the Additional Insured are excluded. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWD AUTHORIZED REPRESENTATIVE 1635 Faraday Ave. Carlsbad CA 92008 USA ~~g~~~f- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0 0 N ,._ Q) .;:: :;:: C: Q) :E ,._ Q) 'O 0 J: 0 t--0 CD ;'1; CD 0 ;; to n. "' ra (J) 0 (J) !;;: <D 0 0 ,0 0 8 0 0 g 0 0 Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 C. Solely with respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a written agreement the most we will pay on behalf of the additional in sured is: 1. The minimum amount of insurance required by the written agreement; or 2. The amount of insurance available under the applicable limits of insurance of this Policy; whichever is less. This endorsement shall not increase the applicable limits of insurance under this Policy. D. Solely with respect to the insurance afforded to these additional insureds, the following is added to Paragraph 2. Exclusions under Section I -Coverage A -Bodily Injury And Property Damage Liability: The insurance does not apply to: 1. "Bodily injury", "property damage", or "personal and advertising injury" that occurs prior to you commencing operations for the additional insured where such "bodily injury", "property damage", or "personal and advertising injury" occurs. 2. "Bodily injury" or "property damage" arising out of the rendering of or the failure to render any professional architectural, engineering, or surveying services including: a. The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and b. Supervisory, inspection, architectural, or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional architectural, engineering, or surveying services. E. Solely with respect to the insurance afforded by this endorsement, Section IV -Commercial General Liability Conditions is amended as follows: 1. The following is added to Paragraph 2. Duties in The Event Of Occurrence, Offense, Claims Or Suit: An additional insured under this endorsement will as soon as practicable. a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers who also may have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Policy. 2. Solely with respect to the insurance provided by this endorsement, Paragraph 4., of Section IV - Commercial General Liability Conditions is amended as follows: a. The following replaces Paragraph 4.a. Primary Insurance: LDZ 20 13 03 23 A © 2023 Liberty Mutual Insurance Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. f.&® ~ Docusign Envelope ID: 4FE74F70-E577-4FD1-A41D-9F510CBCF824 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in Kansas, Kentucky, Missouri, New Hampshire and New Jersey Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act (K.S.A. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act (K.S.A. 16-1901 through 16-1908 and any amendments thereto). According to the Acts, a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Where required by contract or written agreement prior to loss and allowed bylaw. In the states of Alabama, Arizona, Arkansas, Colorado, Delaware, Dist. of Col., Georgia, Idaho, Illinois, Indiana, Maine, Michigan, Mississippi, Montana, New Mexico, NorthCarolina, Pennsylvania, Rhode Island, South Carolina, South Dakota, Vermont, West Virginia, the premium charge is 2% of the total manual premium, subject to a minimum premium of $100 per policy. In the states of Connecticut, Florida, Iowa, Maryland, Nebraska, Nevada, Oregon, the premium charge is 1 % of the total manual premium, subject to a minimum premium of $250 per policy. In the state of Hawaii, the premium charge is $633 and determined as follows: The premium charge for this endorsement is 1 % of the total manual premium, subject to a minimum premium of $250 per policy. In the states of New York, Oklahoma and Tennessee, the premium charge is 2% of the total manual premium, subject to a minimum premium of $250 per WC 00 0313 Ed. 04/01/1984 © 1983 National Council on Compensation Insurance. Page 1 of 2 f,~~ ~ * * a.. "' (') co "' ;; "' r--;l; 0 0 "' 0 ~ 0 0 8 0 0