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HomeMy WebLinkAboutFluoresco Lighting & Signs; 2005-03-10;RATIFICATION OF AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR SPORTS LIGHTING ELECTRICAL MAINTENANCE SERVICES Fluoresco Lighting and Signs PWGS286 A This Ratification of Amendment No. 2 is entered into as of the o day of /J^xtt^nJitJLh _ , 2009, but effective as of the tenth day of March, 2009, extending and amending the agreement dated March 10, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Fluoresco Lighting and Sign, ("Contractor") (collectively, the "Parties"). RECITALS A. On April 30, 2007, the Parties executed Ratification of Amendment No. 1 to Extend and Amend the Agreement for Sports Lighting Electrical Maintenance Services; and B. The Agreement, as amended from time to time expired on March 10, 2009 and Contractor continued to work on the services specified therein without the benefit of an agreement. D. The Parties desire to extend the Agreement for a period of two years ending March 10, 2011. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on Mary 10, 2011 on a time and materials basis not- to-exceed Ninety-Eight Thousand Two Hundred Seventy dollars ($98,270). The total annual agreement amount shall not exceed Forty-Nine Thousand One Hundred Thirty-Five dollars ($49,135). 3. Contractor will complete all work by March 10, 2011 and by March 10 of all subsequent years. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22..01 . The individuals executing this Amendment 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 amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) \ I titl Manager-ef-Mayor ATTEST: (e-mail address) x LORRAINE M City Clerk (print name/title) (e-mail address) 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. Chairman, 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 officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Bv: Deputy City Attorney City Attorney Approved Version #05.22..01 State of Arizona County of Pima On September 23, 2009 before me, Linda L. Welsh, an Arizona Notary Public, personally appeared Ladd Kleiman, Fluoresco Lighting-Sign Maintenance Corporation President, and Mark Saul, Fluoresco Lighting- Sign Maintenance Corporation Secretary/Treasurer, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instruments: Ratification of Amendment No. 2, 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. WITNESS my hand and Qfficial seal. Signature (Seal) OFFICIAL SEAL LINDA L. WELSH NOTARY PUBLIC-ARIZONA P!MA COUNTY Comm. Exp. Nov. 2. 2009 RATIFICATION OF AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR SPORTS LIGHTING ELECTRICAL MAINTENANCE SERVICES Fluoresco Lighting and Signs This Ratification of Amendment No. 1 is entered into as of the ^3o day of (LfsJiJL _ , 200_2_, but effective as of the 10th day of March, 2007, extending and amending the agreement dated March 10, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Fluoresco Lighting and Sign, ("Contractor") (collectively, the "Parties"). RECITALS A. The Agreement, as amended from time to time expired on March 10, 2007 and Contractor continued to work on the services specified therein without the benefit of an agreement. B. The Parties desire to extend and fund the Agreement for a period of two years; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on March 10, 2009 on a time and materials basis not- to-exceed Ninety-eight Thousand Two Hundred Seventy dollars ($98,270). With this ratification to extend and amend, the total annual Agreement amount shall not exceed Forty-nine Thousand One Hundred Thirty-Five dollars ($49,135). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22..01 5. The individuals executing this Amendment 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 amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (print name/title) By: f_> City Manager or Mayor ATTEST: (e-mail address) *Bv (sign here) LaJJ (print name/title) LORRAINE City Clerk (e-mail address) 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. Chairman, 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 Bv: Deputy "City Attorney City Attorney Approved Version #05.22..01 AGREEMENT FOR SPORTS LIGHTING ELECTRICAL MAINTENANCE SERVICES FLUORESCO LIGHTING & SIGNS THIS AGREEMENT is made and entered into as of the \Q& day of , 206, by and between the CITY OF CARLSBAD, a municipal m ecch corporation , ("City 'I), and FLUOR ES CO LIGHTING & SIGNS , a corporation , (To nt ract o rll). DEFINITIONS Repair: Authorized service work to equipment and systems required to preserve and protect any City owned or maintained sports lighting as specified in this Agreement. Installations: Electrical equipment installation and adjustment required to preserve and protect any City owned or maintained sports lighting system 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 sports lighting systems as specified in this Agreement. Demolition: The removal of electrical equipment required to preserve and protect any City owned or maintained sports lighting 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 repairs or service work performed, any pertinent electrical diagnostic equipment readings, condition statements and any other pertinent information to aid the City in determining future equipment repairs, maintenance or replacement. RECITALS A. City requires the professional services of an Electrical Contractor that is experienced in providing routine, recurring and usual commercial electrical maintenance work necessary for the protection and preservation of City owned or maintained sports lighting systems for their intended purposes. B. Contractor has the necessary experience in providing professional services and advice related to providing routine, recurring and usual commercial electrical maintenance work necessary for the protection and preservation of City owned or maintained sports lighting 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 proposal to City and has affirmed its willingness and ability to perform such work. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 1 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 electrical services described in the Scope of Work contained in the City’s Request for Proposals and the Contractor’s proposal, which are incorporated by this reference in accordance with this Agreement’s terms and conditions. The Contractor will perform electrical maintenance and related services as needed and as authorized on a time and materials basis as specified in the Contractor’s proposal. Nothing in this agreement is intended to create an exclusive arrangement between City and Contractor. The City reserves the right to procure commercial electrical 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 ctktomarily 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-IO 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 Fortv-nine Thousand One Hundred and Thirty-five dollars ($49,135.00) per Agreement year. 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 for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The Contractor’s electrical maintenance work will be by paid at an hourly rate plus parts as indicated in the Contractor’s proposal. The total fee payable for the Services to be performed during the initial Agreement term will not exceed Ninety-eight Thousand Two Hundred and Seventy dollars ($98,270.00). 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 proposal. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 2 The Contractor will perform work in accordance with all applicable Carlsbad Municipal Code sections, California building codes, California electrical 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 Public Works Superintendent, or his authorized representative. Pricing to City of Carlsbad will be from the Contractor's actual invoice from parts suppliers plus markup indicated in the Contractor's Proposal. Invoices must be submitted with request for payment. The Contractor shall submit invoices to the Public Works Superintendent, 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. Certified payroll documents shall be submitted to the City with each billing. If an increase in compensation for service in succeeding option years 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 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 San Diego Consumer Price Index changes over the previous year. 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. 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. 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 City of Carlsbad Sports Lighting Electrical Maintenance Agreement 3 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. The general prevailing rate of wages for each craft or type of worker needed to execute PREVAILING WAGES TO BE PAID the contract' shall be those as-determined by the -Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. The contractor to whom the contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the contract. a. TECHNICIANS The Contractor shall provide a minimum of one qualified field technician to install maintains and repair electrical systems utilized in the City of Carlsbad. 9. 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. IO. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. PARTS The City reserves the right to supply needed parts and equipment to the Contractor for Services. 12. 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 City of Carlsbad Sports Lighting Electrical Maintenance Agreement 4 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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. 13. 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-:VI. 13.1 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. 13.1 .I 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. 13.1.2 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. 13.1.3ANY 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. 13.1.4 Workers' Compensation and Employer's Liability. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 5 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 Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 13.1.5 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 The City will be named as an additional insured on General Liability. 13.2.2 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. 13.2.3 insurance and endorsements to City. Prior to City's execution of this Agreement, Contractor will furnish certificates of 13.3 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. 13.4 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. 14. 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. 15. 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. 16. 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 City of Carlsbad Sports Lighting Electrical Maintenance Agreement 6 terminated, all documents related to services performed produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. 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. 18. 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 Citv: Name: Kvle Lancaster Title: Public Works Superintendent Department: Public Works, Parks City of Carlsbad Address: 405 Oak Avenue, Carlsbad, CA 92008 Phone No. /760) 434-2941 For Contractor: Name PKMk Contractors License NO. 73 ~LPK City of Carlsbad Sports Lighting Electrical Maintenance Agreement 7 19. 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. 20. 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. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. 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 (1 0) 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 nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 8 23. 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 thirty (30) 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. 24. 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. 25. 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 sea, 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 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. 26. JURISDICTION AND VENUE City of Carlsbad Sports Lighting Electrical Maintenance Agreement 9 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. 27. 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. 28. 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. SERVICES DURING STATE OF EMERGENCY 29. ENTIRE AGREEMENT This Agreement, the City’s Request for Proposal, the Contractor’s Proposal, 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. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... City of Carlsbad Sports Lighting Electrical Maintenance Agreement 10 30. 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 . CITY OF CARLSBAD, a municipal corporation of the State of Califorda (print nameltitle) City Clerk 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. Chairman, President, or Vice-president **Omup 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@) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: -7 Deputy City Attordey City of Carlsbad Sports Lighting Electrical Maintenance Agreement 11 EXHIBIT “A” SCOPE OF WORK AND SPECIAL CONDITIONS Park 2997 Glasgow Dr. CITY OF CARLSBAD SPORTS LIGHTING ELECTRICAL MAINTENANCE 2 Half Courts 5 Poles 6 Poles 12 Fixtures LamDs GENERAL SCOPE OF WORK School Tennis Facility 3557 Monroe Street 1. As needed routine, recurring and usual electrical work required for the preservation or protection of all City of Carlsbad owned or maintained sports lighting systems and any associated electrical systems as outlined within these specifications shall be provided by the Vendor. (Public Contract Code Section 22002(d)). 9 courts 24 Poles 48 Lamps 2. This specification covers electrical service and repair work in all City owned and other City maintained sports lighting systems in the City of Carlsbad Parks Department Sports Lighting Inventory, including but not limited to the following: La Costa Canyon Park Pueblo St. & Rana r-& 2 courts courts 9 Poles 1 Pole ,2 Lamps Lamp Chase Field 3349 Harding Street bl. Laguna Rivera Park 400 Block Kelly Dr. 2 courts 1 court 9 Poles 2 Poles 12 Lamps 2 Lamps 12 Poles 99 Lamps 3 Baseball Fields 8 Poles 66 Lamps Musco Control Links I Musco Control Links Musco Control Links I Manual Operation w/Time clock Operation w/Time clock City of Carlsbad Sports Lighting Electrical Maintenance Agreement 12 Poinsettia Park 3 Courts 6600 Hidden 12 Poles Valley Rd. 18 Lamps Skate Park 2569 Orion Way 21 Poles 182 Lamps 2 courts 6 Poles 8 Lamps 5 Poles 20 Lamps Stagecoach Park 3420 Camino de 10s Coches 17 Poles 123 Lamps 4 Courts 18 Poles 24 Lamps Musco Control Links Photocell Operation w/Time clock Musco Control Links ELECTRICAL SCOPE OF WORK AND EQUIPMENT LIST: Contractually required work on City of Carlsbad sports lighting systems includes but is not limited to troubleshooting of problems, new installation, maintenance, demolition and repair of the following items associated with any City of Carlsbad owned or maintained sports lighting systems: 1. Tennis Court Lighting, Basketball Court Lighting, Skate Park Lighting, Baseball Field Lighting, Soccer Field Lighting, Other Outdoor Sports Field Lighting, Incandescent Lighting, Metal Halide Lighting, Quartz Lighting, Neon Lighting, Sodium Lighting, Fluorescent Lighting and Other Associated Sports Lighting Fixtures and Control Systems and any other lighting systems found within these inventories. 2. Musco Control Links Lighting Control Systems 3. Antennas (Associated with Lighting Control Only) 4. Ballasts 3. Conduits 4. Wiring 5. Switches 6. Disconnects, Fused and Un-fused 7. Receptacles 8. Service Panels and Pedestals 9. Distribution Panels and Sub-panels IO. Enclosures City of Carlsbad Sports Lighting Electrical Maintenance Agreement 13 11. Breakers 12. Contactors 13. Transformers 14. High Voltage Systems 15. Low Voltage Systems 16. New Circuits 17. Dedicated Electrical Circuits 18. Wiring and Control Systems of Special Electrical Equipment (Musco Control Equipment of all types, Clocks, Uninterruptible Power Sources and Other Associated Equipment and Appurtenances. 19. Examples of Troubleshooting include, but are not limited to, investigating electrical failures on electrical equipment and systems owned or managed properties, using standard and specialty diagnostic tools including electrical multi-meters, amp probes, meg ohm meters, tick tracers, phase rotation meters and other electrical diagnostic tools. Determining cause of failures and recommending repairs or replacement of electrical equipment as detailed in the Electrical Scope of Work and Equipment List above, and as directed by the Public Works Superintendent, Parks, or his authorized representative. 20.Examples of New Installations include, but are not limited to, installation of new equipment, conduits, wiring and associated electrical services or devices necessary for the preservation or protection of a City property as detailed in the Electrical Scope of Work and Equipment List above, and as directed by the Public Works Superintendent, Parks, or his authorized representative. After performing installations, the Technician shall show changes and modifications to the system on plan sets provided by the City of Carlsbad and submit them for review and approval. If plan sets are not available the technician shall submit notes and line diagrams of changes for City’s review and approval. 21. Examples of Maintenance include but are not limited to maintenance of equipment, conduits, wiring and associated electrical equipment or devices as detailed in the Electrical Scope of Work and Equipment List above, and as directed by the Public Works Superintendent or his authorized representative. Maintenance tasks include cleaning City of Carlsbad Sports Lighting Electrical Maintenance Agreement 14 electrical cabinets, terminal and insulation inspection, replacement of wire markers, electrical tape and wire nuts, replacement of wire splices, replacement of contacts, replacement of other worn equipment to prevent possible failure of associated electrical systems as directed by the Public Works Superintendent, Parks, or his authorized representative. 22.Examples of Demolition include but are not limited to removal of equipment, conduits, wiring and associated electrical equipment or devices necessary for the preservation or protection of a City facility as detailed in the Electrical Scope of Work and Equipment List above as directed by the Public Works Superintendent, Parks or his authorized representative. This work may be required in the case of upgrades of facilities, demolition of facilities or to remove obsolete equipment from service. 23. Examples of Repairs include but are not limited to repair of equipment, conduits, wiring and associated electrical equipment or devices as detailed in the Electrical Scope of Work and Equipment List above, and as directed by the Public Works Superintendent, Parks, or his authorized representative. This work may be made pursuant to troubleshooting work identified by the Vendor or City Staff, as generated by work order from other City Personnel, request from other users of City Facilities or as identified during other routine maintenance activities. 24. The Vendor shall furnish all personnel, parts, materials, test equipment, tools and services in conformance with the terms and conditions of this Agreement. 25. City authorization is required prior to performing any repairs whose aggregate parts and labor dollar amount exceeds three hundred dollars ($300.00). The Vendor shall notify The City’s Authorized Representative as designated by Public Works Superintendent, Parks and receive authorization prior to performing repairs in excess of $300.00. SPECIAL CONDITIONS 1. The Vendor is required to provide uniformed service personnel. The Vendor’s staff will be required to work in a semi-autonomous manner. The Vendor’s staff will be required to interact in a businesslike and professional manner with City staff and members of the public. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 15 2. The City shall provide access to all devices to be serviced by the Vendor. The Vendor shall not be held responsible for equipment malfunction or damage, should access to equipment or the inability to start and stop primary equipment incidental to the operation of the electrical system be denied or not provided by the City. 3. The Vendor shall provide safe access and egress for City of Carlsbad employees or members of the general public while work is in progress at City facilities. The Vendor agrees to be responsible for providing and installing any safety or cautionary equipment necessary to prevent unauthorized access to work areas including common public areas. 4. The Vendor shall provide all hand tools, power tools, diagnostic tools and equipment necessary to perform its work under this Agreement with the exception of the specialty equipment as detailed in item #6 of the Special Conditions. 5. The Vendor shall provide Hydraulic Personnel Lifts and Aerial Work Platforms as specified in this Section for the price specified in Item #3 and #4 of the Vendors Proposed Cost of Service. Hydraulic Personnel lifts must be self propelled, and fully operational from the work platform. The lifting portion of this equipment must be capable of reaching a minimum of 80 Feet in height for Item #3 and capable of reaching 30 Feet in height for Item #4. The hourly rate quoted must include an operator. No additional hourly pay will be provided for this fully operational equipment over and above the Vendor’s quoted hourly rate for lift equipment other than the hourly pay for one (I)* service technician performing the requested service work. *(Unless additional technicians are approved in writing by the agency). 6. In the event that the Public Works Superintendent, Parks or his authorized representative requests the Vendor to provide specialty equipment that would not normally be supplied by field technicians including Heavy Equipment (all types), Cranes, Scaffolds, and Pavement Cutting Tools, the Vendor agrees that compensation for the specialty equipment shall be as detailed in this section. Regardless of ownership, the rates to be used in determining Vendor’s equipment rental costs shall be the edition of the “Labor Surcharge and Equipment Rental Rates” published by CALTRANS, current at the time of the Vendor’s actual use of the tool or equipment. CALTRANS’ equipment rates website can be found at the following web address: h tt p ://www. d o t . ca . g ov/ hdcon st r u c/eq u i p m n t . h t m I The I a bo r s u rc h a rg e rates and right of way delay multipliers published therein are not a part of this contract. Specialty Equipment shall be procured from sources within a fifty-mile radius of the City of Carlsbad if possible. Delivery time will be compensated for actual delivery time or a maximum of one City of Carlsbad Sports Lighting Electrical Maintenance Agreement 16 (1) hour for delivery and one (I) hour for equipment return regardless of where the equipment is actually located. Specialty Equipment that is not available within this parameter will be compensated for actual delivery time with prior written approval by the City of Carlsbad’s authorized representative. 7. The Vendor shall provide service within 24 hours of notification by the Public Works Superintendent, Parks, or his designated representative, during regular business hours, Monday through Friday, 7:OO AM to 500 PM excluding City Holidays. 8. The Vendor shall preserve all turf, artificial turf, landscape areas, hard surface sports courts and irrigation systems during service events. Such protection may include placing planking on areas that are unsuitable for driving of heavy vehicles. The Vendor is advised that any vehicular travel on artificial turf surfaces will require this protective measure at all times. The Vendor agrees to restore all areas to its pre- existing condition in the event that his equipment or personnel damage any City facility during his service events. 9. Parts will be paid for at suppliers invoice plus contractual markup. The contractor is to submit copies of invoice for all parts used under this agreement with his monthly billing. Failure to submit these invoices will result in the City of Carlsbad withholding payment for parts until such a time as the Contractor provides invoices for parts used. IO. Submit invoices for payment to the Public Works Superintendent, Parks, by the !jth of the month for work performed the previous month. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 17 VENDOR’S COST OF SERVICE* The undersigned declares he/she has carefully examined the locations of the work, read the Request for Proposal, examined all specifications, and hereby proposes to furnish all labor, materials, equipment, transportation, and services required to do all the work in this Sports Lighting Electrical Maintenance Agreement in accordance with the specifications of the City of Carlsbad, and the General Provisions and that he/she will take in full payment therefore the following unit prices for each item complete, to wit: - Item No. - 1. - 2. - 3. - 4 - 5. Description Cost of parts and materials. Cost of Authorized Equipment Rental Cost of Lifting Equipment Capable of Reaching 80 Feet Height Cost of Lifting Equipment Capable of Reaching 25 Feet and Capable of Accessing Courts Through a Four Foot Wide Gate Cost of labor for installation, maintenance and repairs. (Monday - Friday, 8:OO AM - 500 PM) *Estimated Quantity and Units $25,000.OO/yea r* (*Estimated) ~ ~~ $2,000.OO/year* (*Estimated) 100 Hours* (*Estimated) (3 Hour Minimurn) 40 Hours* (*Estimated) (3 Hour Minimum) 165 Hours* (*Estimated) Unit Price 18% Contractor’s markup from supplier invoice price. Caltrans Rental Rates $58.00 per hour $36.00 per hour $63.00 per hour (At Prevailing Wage) Total $29,500.00 ($25,000.00 + Mark Up) (Extended Amount) $2.000.00 (Stipulated Amount) $5,800.00 (Extended Amount) $1,440.00 (Extended Amount) $1 0,395.00 (Extended Amount) I I I - payments made to the Vendor will be based on the Vendor’s actual work performed for the City consistent with the terms and conditions of the contract documents, and may be different from the prices estimated above. Note: This Agreement is subject to prevailing wage laws, Labor code Section 1770 et seq. City of Carlsbad Sports Lighting Electrical Maintenance Agreement 18