HomeMy WebLinkAboutWeatherproofing Technologies Inc; 2026-07-01; PSA26-4111FACPSA26-4111FAC
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AGREEMENT FOR MONROE STREET POOL - ROOF INSPECTIONS SERVICES
WEATHERPROOFING TECHNOLOGIES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
_________________________, 2026, by and between the City of Carlsbad, California, a
municipal corporation (“City”) and Weatherproofing Technologies, Inc., a Delaware corporation
(“Contractor”).
RECITALS
City requires the services of a consultant that is experienced in roof inspection work.
Contractor has the necessary experience in providing these services, has submitted a proposal to
City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
in this Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (“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 July 10, 2027.
3. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall
not exceed two thousand nine hundred fifty dollars ($2,950). 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 otherwise provided in Exhibit “A” or agreed to in writing by the
parties. City reserves the right to withhold a ten percent (10%) retention until City 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 City’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. 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, 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,
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Contractor and applicable team members shall complete a free training certification course
located at http://learn.procore.com/procore-certification-subcontractor. 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 Contractor to regularly
check Procore and review updated documents as they are added. There will be no cost to
Contractor for use of Procore.
It is recommended that 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, requests for information, 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 Contractor of any other requirements as may be
specified in this Agreement.
5. PREVAILING WAGE RATES
Any construction, alteration, demolition, installation, 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 constitute “public works”
under California Labor Code section 1720 et seq. and 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 Contractor in the execution of this 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 City. Contractor will be under the control of City
only as to the results to be accomplished.
7. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City
and its officers, elected and appointed officials, employees and volunteers from and against all
claims, damages, losses and expenses including attorneys fees arising out of the performance of
the work described in this Agreement caused by any willful misconduct or negligent act or
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omission of 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 California Civil Code
Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8,
which is fully incorporated in this Agreement, 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 Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or
makes to or on behalf of an injured employee under City’s self-administered workers’
compensation program 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.
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 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 City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to City.
The full limits available to the named insured shall also be available and applicable to City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
9. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
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For City For Contractor
Name Steven Stewart Name Sten Johnson
Title Municipal Projects Manager Title Senior Field Advisor
Department Fleet & Facilities Address 3735 Green Road
City of Carlsbad Beachwood, OH 44122
Address 1635 Faraday Ave. Phone No. 858-531-5197
Carlsbad, CA 92008 Email SAJohnson@tremcoinc.com
Phone No. 858-531-5197
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 City of Carlsbad Conflict of Interest Code. Contractor shall report
investments or interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
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.
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13. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City 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, California 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 the City of Carlsbad 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 City.
17. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other
than City and Contractor.
18. AMENDMENTS
This Agreement may be amended by mutual consent of City 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 entered in counterparts.
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.
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21. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue
in full force and effect.
[signatures on following page]
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CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California WEATHERPROOFING TECHNOLOGIES,
INC., a Delaware corporation
By: By:
(sign here) Paz Gomez, Deputy City Manager, Public
Works, as authorized by the City Manager
James McDonald, President
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Adam L. Kratzert, Chief Financial Officer
Deputy / Assistant City Clerk
(print name/title)
If required by City, 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, City Attorney
By: _____________________________
Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Scope of Professional Services: Contractor to provide quality assurance site visits to the Monroe
Street Pool facility in coordination with City staff. Site visits will include inspections of building
roof areas, probing of roof membrane seams for evidence of integrity and an evaluation of roof
flashing installation work. Following completion of work, Contractor to provide written report
noting any areas of necessary repair.
Not to exceed fee for these services $2,950.00
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