HomeMy WebLinkAbout2010-07-13; City Council; Resolution 2010-187if )
1
RESOLUTION NO. 2010-187
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 CARLSBAD, ACCEPTING THE BID AND AWARDING THE
CONTRACT TO SEASIDE HEATING AND AIR CONDITIONING
4 INC., FOR HEATING, VENTILATION AND AIR CONDITIONING
(HVAC) MAINTENANCE SERVICES, BID NO. 10-06, FOR AN
5 AMOUNT NOT-TO-EXCEED $317,030 IN THE INITIAL TWO
YEAR AGREEMENT TERM, AND AUTHORIZING AN INCREASE
6 TO THE PREVIOUS TWO YEAR AGREEMENT TERM
COMPENSATION AMOUNT BY 20% IN EACH SUBSEQUENT
7 TWO YEAR AGREEMENT TERM TO A MAXIMUM
COMPENSATION AMOUNT OF $1,153,990 THROUGHOUT THE
8 ALLOWABLE CONTRACT TERM, AND AUTHORIZING THE CITY
MANAGER OR HER DESIGNATED REPRESENTATIVE TO ADD
9 ADDITIONAL WORK LOCATIONS AND/OR ADJUST SERVICE
FREQUENCIES UP TO THE LIMITS AUTHORIZED FOR EACH
10 TWO YEAR AGREEMENT TERM.
11 WHEREAS, the City of Carlsbad requires the services of a HVAC services
12 contractor; and
13 WHEREAS, proper bidding procedures have resulted in the City's receipt of a bid
14 from a qualified contractor, Seaside Heating and Air Conditioning, Inc.; and
15 WHEREAS, a best value evaluation consistent with Carlsbad Municipal Code
16 Section 3.28.060 was performed by staff and has resulted in staffs determination that the
17 bid submitted by Seaside Heating and Air Conditioning, Inc., at $158,515 per agreement
18 year is the best value to the City of Carlsbad; and
19 WHEREAS, staff recommends award of the contract for Bid 10-06 HVAC
20 Maintenance Services to Seaside Heating and Air Conditioning, Inc., in an amount not-to-
21 exceed $317,030 in the initial two year agreement term; and
22 WHEREAS, staff recommends Council authorize an increase of 20% in funding
23 in each subsequent two year agreement period to a maximum compensation amount of
24 $1,153,990 during the maximum six year life of the agreement; and
25 WHEREAS, actual costs will be based on services provided and payment to the
26 contractor will be for actual work performed; and
07 WHEREAS, staff recommends Council authorize the City Manager, or her
28
M
1 designated representative, to adjust the services provided, add additional maintenance
2 locations from the current or future inventory, and/or adjust service frequencies to the
limits authorized during the course of each agreement year to allow day to day
4 management of HVAC maintenance operations; and
5
WHEREAS, bi-annually, for a maximum six year agreement term, a formal
6
amendment may be processed for City Manager approval indicating the actual service
7
totals and the maximum compensation for the next two year agreement term based on8
the availability of funds; and
10 WHEREAS, sufficient appropriations are currently available in the Facilities
11 Maintenance Operating Budget - General Fund to fully fund the agreement.
12 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
13 Carlsbad, California, as follows:
14 1. That the above recitations are true and correct.
15 2. The bid of Seaside Heating and Air Conditioning, Inc., 2942 Industry
16 Street, Suite A, Oceanside, CA 92054, is the best value.
17 3. The bid of Seaside Heating and Air Conditioning, Inc., is hereby accepted.
18 4. That increases of 20% in funding in each subsequent two year agreement
period are authorized.
20 5. That the maximum compensation amount will not exceed $1,153,990 over
21
the maximum six-year period of the agreement.
22
6. That the City Manager, or her designated representative, is authorized to
23
adjust the services provided, add additional maintenance locations from the current or
24
future inventory, and/or adjust service frequencies to the limits authorized during the
25
course of each agreement year to allow day to day management of HVAC maintenance26
service operations.27
28
1 7. That bi-annually, for a maximum six year agreement term, a formal
2 amendment may be processed for City Manager approval indicating the actual service
3 totals and the maximum compensation for the next two year agreement term.
4 8. That the Mayor of the City of Carlsbad is hereby authorized and directed
5
to execute an agreement with Seaside Heating and Air Conditioning, Inc. for an amount
6
not-to-exceed $317,030 in the initial two year agreement term, a copy of which is
7
attached, for and on behalf of the City of Carlsbad.8
9
10 ///
11 ///
12 ///
13 ///
14 ///
15 ///
16 "
17
18
19 I"
20
21 ///
22 ///
23 ///
24 ///
25 ///
26
27
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 13th day of July, 2010, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn.
NOES: None.
ABSENT: None.
A. LEWIS, Mayor
ATTEST:
LORRAINE M/WOOD, City CleW
2L
AGREEMENT FOR HVAC MAINTENANCE SERVICES
(SEASIDE HEATING AND AIR CONDITIONING, INC.)
PEM507
THIS AGREEMENT is made and entered into as of the l"~> _ day of
20/0. by and between the CITY OF CARLSBAD, a municipal_
corporation^ ("City"), and Seaside Heating and Air Conditioning, Inc. , a corporation,
("Contractor"), (collectively the "Parties") for HVAC Maintenance Services.
DEFINITIONS
Repair: Authorized service work to equipment and systems required to preserve and
protect any City owned or maintained HVAC system as specified in this Agreement.
Installations: HVAC equipment installation and adjustment required to preserve and
protect any City owned or maintained HVAC systems as specified in this Agreement.
Maintenance: Any routine, recurring, and usual services or preventative maintenance
on existing City systems necessary for the protection or preservation of any City owned
or maintained HVAC systems as specified in this Agreement.
Demolition: The removal of HVAC equipment required to preserve and protect any City
owned or maintained HVAC systems as specified in this Agreement.
Service Report: Contractor's detailed report in City-approved computer-generated
format covering all work performed under this Agreement. Service reports shall be
separate documents, listed by facility and shall note all inspections, repairs or service
work performed, condition statements and any other pertinent information to aid the City
in determining future equipment repairs, maintenance or replacement. Web based
report capability is highly desired.
RECITALS
A. City requires the professional services of an HVAC Contractor that is
experienced in providing routine, recurring and usual HVAC maintenance work
necessary for the protection and preservation of City owned or maintained HVAC
systems for their intended purposes.
B. Contractor has the necessary experience in providing professional
services and advice related to providing routine, recurring and usual HVAC
maintenance work necessary for the protection and preservation of City owned or
maintained HVAC systems for their intended purposes.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a bid to City and has affirmed its willingness and
ability to perform such work.
City of Carlsbad 1
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render the HVAC
maintenance and repair services described in the Scope of Work contained in the City's
Request for Bids and the Contractor's bid, which are incorporated by this reference in
accordance with this Agreement's terms and conditions. The Contractor will perform
HVAC maintenance and related services as needed and as authorized on an agreed
price for Preventative Maintenance services and on a time and materials basis for
repairs as specified in the Contractor's bid. Nothing in this agreement is intended to
create an exclusive arrangement between City and Contractor. The City reserves the
right to procure HVAC maintenance services from other vendors as the City deems
appropriate.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
Contractor shall maintain a C-20 license issued by the California Contractors State
License Board throughout the term of this Agreement.
3. TERM
The term of this Agreement will be effective for a period of two-years from the date first
above written. The City Manager may amend the Agreement to extend it for two
additional two-year periods or parts thereof in an amount not to exceed Three hundred
and eighty thousand, four hundred thirty six dollars ($380,436) in the first two year
extension period and not to exceed Four hundred fifty six thousand five hundred twenty
four dollars ($456,524) in the second extension period. Total compensation under this
agreement shall not exceed One million, one hundred fifty three thousand nine hundred
and ninety dollars ($1,153,990). Payments will be made on a time and materials basis
for actual work performed by the contractor and the total compensation amounts are not
guaranteed. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement. Either the City or the Contractor may decline to confirm the renewal of the
contract for any reason whatsoever, which shall render the renewal option null and void
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The Contractor's HVAC maintenance work will be by paid at a fixed cost rate for
scheduled maintenance and at an hourly rate plus parts as indicated in the Contractor's
bid. The total fee payable for the Services to be performed during the initial Agreement
City of Carlsbad 2
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
term will not exceed Three hundred seventeen thousand thirty dollars ($317,030). No
other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. The City reserves the right to withhold a
ten percent (10%) retention until City has accepted the work and/or Services specified
in the Contractor's bid.
The Contractor will perform work in accordance with all applicable Carlsbad
Municipal Code sections, California building codes, California HVAC codes, OSHA
standards and any other regulatory requirements.
There will be no additional charges such as travel or trip costs allowed. Payment for
service starts when the technician arrives at the City of Carlsbad owned or maintained
properties, and ends at the completion of required service work. Portal to portal
payment is not included in this Agreement.
All parts will be newly manufactured replacement parts or an equal approved by the
Inspector, or his authorized representative. Pricing to City of Carlsbad will be in
accordance with hourly labor cost plus parts markup as indicated in the Vendor's
Proposed Cost of Services Chart. Invoices must be submitted with request for
payment.
The Contractor shall submit invoices to the Inspector, or his authorized representative
by the 5th day of the month for work performed in the previous month under this
contract. The Contractor shall provide detailed records of all work performed and
include all required reports of systems and/or equipment(s) serviced or repaired.
Failure to provide the required documents, invoices, and reports will result in the City of
Carlsbad withholding payment to the Contractor until all the required documentation,
including supplier invoices for parts, are provided to the City.
If an increase in compensation for service in succeeding option periods is requested,
the Contractor must provide detailed supporting documentation to justify the requested
rate increase. The City will evaluate the requested increase, and the City reserves the
right to negotiate, accept or reject the Contractor's requested compensation increase.
This Agreement's annual compensation terms may be adjusted by a mutually agreeable
amount based on and no greater than the aggregate San Diego Consumer Price Index
changes over the previous contract period. Requests for price changes must be made
by the Contractor in writing sixty (60) days before the end of the then-current agreement
year and is subject to negotiation or rejection by the City. Compensation increases will
not be authorized prior to the end of each contract period.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
City of Carlsbad 3
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
The payment made to Contractor pursuant to this Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. WAGES TO BE PAID
The City of Carlsbad is a Charter City. Carlsbad Municipal Code Section 3.28.130
supersedes the provisions of the California Labor Code when the public work is not a
statewide concern. The City Council has determined that it is not in the best interest of
the city to require the payment of prevailing wages for this agreement. Payment of
prevailing wages is at contractor's discretion.
8. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
9. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
10. PARTS
The City reserves the right to supply needed parts and equipment to the Contractor for
Services.
11. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein
caused in whole or in part 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.
City of Carlsbad 4
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City'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.
12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
12.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless the City Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Contractor's indemnification
obligations under this Agreement. City, its officers, agents and employees make no
representation that the limits of the insurance specified to be carried by Contractor
pursuant to this Agreement are adequate to protect Contractor. If Contractor believes
that any required insurance coverage is inadequate, Contractor will obtain such
additional insurance coverage, as Contractor deems adequate, at Contractor's sole
expense.
12.1.1 COMMERCIAL GENERAL LIABILITY INSURANCE
$1,000,000 combined single-limit per occurrence for bodily injury, personal injury and
property damage. If the submitted policies contain aggregate limits, general aggregate
limits will apply separately to the work under this Agreement or the general aggregate
will be twice the required per occurrence limit.
12.1.2 Automobile Liability
If the use of an automobile is involved for Contractor's work for City, $1,000,000
combined single-limit per accident for bodily injury and property damage.
12.1.3 ANY AUTO COVERAGE
Insurance must cover any vehicle used in the performance of the contract, used onsite
or offsite, whether owned, non-owned or hired, and whether scheduled or non-
scheduled. The auto insurance certificate must state the coverage is for "any auto" and
cannot be limited in any manner.
12.1.4 Workers' Compensation and Employer's Liability.
Workers' Compensation limits as required by the California Labor Code and Employer's
Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
City of Carlsbad 5
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
12.1.5 Additional Provisions.
Contractor will ensure that the policies of insurance required under this Agreement
contain, or are endorsed to contain, the following provisions:
12.2.1 The City will be named as an additional insured on General Liability.
12.2.2 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to
City sent by certified mail pursuant to the Notice provisions of this Agreement.
12.2.3 Prior to City's execution of this Agreement, Contractor will furnish certificates of
insurance and endorsements to City.
12.3 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
12.4 Submission of Insurance Policies.
City reserves the right to require, at anytime, complete and certified copies of any or all
required insurance policies and endorsements.
13. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
14. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all documents related to services performed produced by Contractor or its
agents, employees and subcontractors pursuant to this Agreement will be delivered at
City of Carlsbad 6
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
\3
once to City. Contractor will have the right to make one (1) copy of the work product for
Contractor's records.
16. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
17. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City:
Name: Bob Richardson For Contractor:
Title: Public Works Supervisor Name Charles Balcar
Title CFO
DePartment: Property & Environmental Addpess 2Q42_A |ndustry
Management Oceanside CA 92054
City of Carlsbad phone NQ (76Q) ^ 100
Address: 405 Oak Avenue,
Carlsbad. CA 92008
Phone No. (760) 434-2944
City of Carlsbad 7
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
18. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required of
Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of
1986 and will comply with those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors and consultants that
the services required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such documented
dispute will be forwarded to both parties involved along with recommended methods of
resolution, which would be of benefit to both parties. The representative receiving the
letter will reply to the letter along with a recommended method of resolution within ten
(10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party,
a letter outlining the disputes will be forwarded to the City Manager and/or designee. The
City Manager and/or designee will consider the facts and solutions recommended by
each party and may then opt to direct a solution to the problem. In such cases, the action
of the City Manager and/or designee will be binding upon the parties involved, although
8
City of Carlsbad
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
nothing in this procedure will prohibit the parties from seeking remedies available to them
at law.
22. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City
may terminate this Agreement for nonperformance by notifying Contractor by certified
mail of the termination. If City decides to abandon or indefinitely postpone the work or
services contemplated by this Agreement, City may terminate this Agreement upon
written notice to Contractor. Upon notification of termination, Contractor has five (5)
business days to deliver any documents owned by City and all work in progress to City
address contained in this Agreement. City will make a determination of fact based upon
the work product delivered to City and of the percentage of work that Contractor has
performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering ninety (90) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will assemble
the work product and put it in order for proper filing and closing and deliver it to City.
Contractor will be paid for work performed to the termination date; however, the total will
not exceed the lump sum fee payable under this Agreement. City will make the final
determination as to the portions of tasks completed and the compensation to be made.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or
any other consideration contingent upon, or resulting from, the award or making of this
Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of the fee, commission, percentage,
brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City
must be asserted as part of the Agreement process as set forth in this Agreement and not
in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if
a false claim is submitted to City, it may be considered fraud and Contractor may be
subject to criminal prosecution. Contractor acknowledges that California Government
Code sections 12650 et seq.. the False Claims Act applies to this Agreement and,
provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false
information or in reckless disregard of the truth or falsity of information. If City seeks to
recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation
costs, including attorney's fees. Contractor acknowledges that the filing of a false claim
9
City of Carlsbad
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
may subject Contractor to an administrative debarment proceeding as the result of which
Contractor may be prevented to act as a Contractor on any public work or improvement
for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
25. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing
a right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other
county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
27. SERVICES DURING STATE OF EMERGENCY
During a state of emergency as determined by the City Council or City Manager including,
but not limited to states of emergency defined by Government Code Section 8558, the
Contractor agrees to provide the services specified in this Agreement under the terms
and conditions herein.
28. ENTIRE AGREEMENT
This Agreement, the City's Request for Bid, the Contractor's Bid, and the Specifications,
together with any other written document referred to or contemplated by these
documents, 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.
10
City of Carlsbad
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services
29. 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 icipal
ornia
S (sign here)
J iKvw.'e. Sc.kc.Vyf-
(print name/title)
"By:ATTEST:
(sign here)
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attaoj^BcMr
If a Corporation. Agreement must be signed by one corporate officer from each of the followfn'g1"14*
two groups.
*Group A.
Chairman,
v/President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
>/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:
RONALD R. BALL, City Attorney\n o jp ""~)Bv: J( UC^^ L^t
Deputy City Attorney"
11
City of Carlsbad
Bid No. 10-06 - Contract No. PEM 496 - HVAC Maintenance Services