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HomeMy WebLinkAboutSimplex Grinnell; 2009-04-08;CITY HALL COMPLEX AND COLE LIBRARY FIRE PROTECTION MAINTENANCE SER VICE SIMPLEX GRINNELL, LP March 2009 CITY OF CARLSBAD Public Works MSA / General Services Department Facilities Maintenance Division 405 Oak Avenue CARLSBAD, CA 92008 City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services CITY HALL COMPLEX AND COLE LIBRARY FIRE PROTECTION MAINTENANCE SERVICE SERVICES (Simplex Grinnell, LP) THIS AGREEMENT is made and entered into as of the Q — _ day of 2009, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Simplex Grinnell, a Limited Partnership, ("Contractor"). RECITALS A. City requires the professional services of a fire protection systems maintenance contractor that is experienced in providing services inspecting and maintaining fire protection systems. B. Contractor has the necessary experience in providing services and advice related to fire protection systems maintenance services. 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. 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, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 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. 3. TERM The term of this Agreement will be effective for a period of One- Year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Not to Exceed one hundred thousand dollars ($100,000). 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 Exhibit "A". City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 the 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. CONTRACTOR'S WORKFORCE The Contractor proposes to perform the described services utilizing a fully competent and adequate workforce. 8. SUBCONTRACTING 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 City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 3 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. The name and place of business of each subcontractor who will perform work or labor or render service to the Contractor in performing this Agreement are contained in Exhibit C, which is attached hereto and incorporated herein as though fully set forth at length. 9. CONTRACTOR'S EQUIPMENT The Contractor proposes to utilize quality equipment of types and quantities necessary to perform the described work in an efficient and effective manner. The Contractor shall maintain all equipment in a clean, safe and fully operational condition. The Contractor shall replace all unserviceable or unsafe equipment in a timely manner so that the described work is not delayed or otherwise negatively affected. 10. CONTRACTOR'S ESTIMATE OF MATERIALS & SUPPLIES The Contractor proposes to perform the described work by utilizing all the necessary materials and supplies including, but not limited to, items indicated in these contract documents and the contractor's proposal which is incorporated by reference. All materials and supplies shall be of sufficient quality, and to be in all respects serviceable, to the satisfaction of the Contract Administrator. All materials and supplies shall be delivered in their original labeled containers, and shall be made available to the Contract Administrator for inspection and approval prior to use. 11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 12. PREVAILING WAGES In accordance with the provisions of Article 2, Chapter 1, Part 7, Division 2 of the Labor Code, the Contractor shall ascertain the prevailing rate of per diem wages in the locality wherein the work is to be performed to be paid each craft or type of worker or mechanic needed to properly perform and complete the contemplated work. The Prevailing Wage Rate Determination in effect may be obtained from the State Department of Industrial Relations, Division of Labor Standards Enforcement, 8765 Are Dr., San Diego, CA. The Contractor shall comply with provisions of Section 1775.5 of the Labor Code concerning wages to be paid apprentices. The Contractor shall certified payrolls, which shall be submitted within ten calendar days following submittal of invoice for payment to Contract Administrator upon request. The Contractor shall provide the required information in a form acceptable to the Contract Administrator. 13. 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, City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 4 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. 14. 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". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X" 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or 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. 10.1.1 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. 10.1.2 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. 10.1.3 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 Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, which will be written as claims- made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 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. 15. 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. 16. 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. 17. 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 work product 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. 18. COPYRIGHTS City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 6 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. 19. 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: For Contractor: Name: Thomas Moore Name: Title: Public Works Superintendent _ Title: \VvgjcV\oV G\or\exHxV_u, Department: PW/Gen Svcs./Facilities Div. Address: 405 Oak Avenue _ _ Address: ^^Ap^b Vi\J&\>r\ Carlsbad CA 92008 _ "N^ \>c^ . PA. J Phone No.: (760) 434-2939 _ Phone No: ebc-fb 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. 20. 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. 21. 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. City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 7 22. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 23. 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. The City Manager 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 will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 24. 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. 25. 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. 26. CLAIMS AND LAWSUITS City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 8 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 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. 27. JURISDICTIONS 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. 28. 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. 29. 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. City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 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 CONTRACTOR of the State of California *By- UP CITY 9F CARLSBAD, a mujrfcipal corporation' By: (sign here) (print name/title) **By: (sign here) (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. 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: RON ALL, City Attorney By: ^Attorney City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 10 EXHIBIT "A" MANNER OF PERFORMING SERVICES CITY OF CARLSBAD CITY HALL COMPLEX AND COLE LIBRARY FIRE PROTECTION MAINTENANCE SERVICES GENERAL SPECIFICATIONS 1.00 GENERAL REQUIREMENTS 1.01 The premises shall be maintained with a crisp, clean appearance and all work shall be performed in a professional, workmanlike manner using quality equipment and materials. 1.02 CONTRACTOR shall provide at its expense all labor, materials, equipment, tools, services and special skills necessary for the provision of fire protection systems inspection and maintenance services, except as otherwise specified hereinafter. The premises shall be maintained to the highest of standards at no less than the frequencies set forth herein. 1.03 CONTRACTOR is hereby required to render and provide fire protections systems inspection and maintenance services as indicated in the CONTRACTOR'S proposal identified as Exhibit "A". 1.04 Upon commencement of work under this CONTRACT, CONTRACTOR shall be fully equipped and staffed; thoroughly familiar with CONTRACT requirements and prepared to provide all services required. Failure to provide full services from the first day of work under this CONTRACT may result in deductions from payment. 1.06 The CONTRACTOR shall perform scheduled maintenance and repairs during normal business hours at Cole Library and shall perform scheduled maintenance and repairs of City Hall during evening hours as indicated in Exhibit "A". 1.07 CONTRACTOR shall clearly identify and equip each vehicle used in the described work with decals on the exterior right and left front door panels identifying the CONTRACTOR'S name, address and phone number. 2.00 FACILITIES TO BE MAINTAINED 2.01 The areas to be maintained under the provisions of this CONTRACT are described in the CONTRACTOR'S proposal. 2.02 CONTRACTOR acknowledges personal inspection of the sites and the surrounding areas and has evaluated the extent to which the physical condition thereof will affect City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 11 the services to be provided. CONTRACTOR accepts the premises in their present physical condition, and agrees to make no demands upon CITY for any improvements or alterations thereof. 3.00 PAYMENT AND INVOICES 3.01 The CONTRACTOR shall present monthly invoices, for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 3.02 Monthly invoices shall be prepared and submitted in the following format: Invoice: Location COLE LIBRARY CITY HALL TOTAL MONTHLY COST Account Number 0015020-xxxx 0015020-xxxx Monthly Cost $(AMOUNT) $(AMOUNT) $(AMOUNT) EXTRA WORK (Location) (When Approved) $(AMOUND TOTAL MONTHLY COST 0015020-xxxx $(AMOUNT) 3.03 Invoices for approved Extra Work shall be in a format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Invoices for Extra Work shall be submitted on separate invoices. Unless otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete item of Extra Work. 3.04 Adjustments in payment for changes will be determined by CONTRACTOR proposal and agreement between the CONTRACT ADMINISTRATOR and CONTRACTOR. If unable to reach agreement, CONTRACT ADMNISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following percentages as added costs for the markup of all overhead and profits: a. Labor 20 b. Materials 15 c. Equipment Rental 15 Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition of the, Labor Surcharge and Equipment Rental Rates published by CALTRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 12 CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract." 3.05 In the event the CITY transfers title or maintenance responsibility of the premises or a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion of the CONTRACT ADMINISTRATOR, may be deleted from the premises to be maintained and the CONTRACT sum shall be reduced accordingly. 3.07 Additional compensation may be authorized at the discretion of the CONTRACT ADMINISTRATOR, subject to CITY budgetary conditions, for work deemed necessary by the CONTRACT ADMINISTRATOR due to extraordinary incidents or circumstances. 4.00 ENFORCEMENT. DEDUCTIONS AND LIQUIDATED DAMAGES 4.01 The CONTRACT ADMINISTRATOR shall be responsible for the enforcement of this CONTRACT on behalf of CITY. 4.02 If, in the judgment of the CONTRACT ADMINISTRATOR, CONTRACTOR is deemed to be non-compliant with the terms and obligations of the CONTRACT, the CONTRACT ADMINISTRATOR, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from CONTRACTOR'S invoice for work not performed. Notification of the amount to be withheld or deducted from payments to CONTRACTOR will be forwarded to the CONTRACTOR by the CONTRACT ADMINISTRATOR in a written notice describing the reasons for said action. 4.05 The action above shall not be construed as a penalty but as adjustment of payment to CONTRACTOR to recover cost or loss due to the failure of the CONTRACTOR to complete or comply with the provisions of this CONTRACT. 5.00 INSPECTIONS, MEETINGS, & REPORTS 5.01 CITY reserves the right to perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 5.02 The CONTRACTOR or his authorized representative shall meet with the CONTRACT ADMINISTRATOR or his representative on each site at the discretion and convenience of the CONTRACT ADMINISTRATOR, for walk-through inspections. All routine inspection and maintenance functions shall be completed prior to this meeting. The CONTRACTOR shall be responsible for scheduling inspections by the Building Official of the City of Carlsbad and shall perform all work in conformance with codes and standards for the work. 5.03 At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his appropriate representative, shall attend meetings and/or training sessions, as determined by the CONTRACT ADMINISTRATOR, for purposes of orientation, City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 13 information sharing, CONTRACT revision, description of CITY policies, procedures, standards, and the like. 5.04 CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written documentation and/or regular reports as the CONTRACT ADMINISTRATOR deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to the CONTRACT ADMINISTRATOR pertinent information relative to the maintenance, operation, and safety of the sites. 6.00 EXTRA WORK 6.01 The CITY may award Extra Work to the CONTRACTOR, or to other forces, at the discretion of the CONTRACT ADMINISTRATOR. New or unforeseen work will be classified as "Extra Work" when the CONTRACT ADMINISTRATOR determines that it is not covered by CONTRACT unit prices. Adjustment in payment for Extra Work shall be performed by agreement between the CONTRACT ADMINISTRATOR and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with Section 3.00 and Section 6.00. 6.02 If the CONTRACT ADMINISTRATOR determines that the Extra Work can be performed by CONTRACTOR'S present work force, CONTRACT ADMINISTRATOR may authorize modification of the CONTRACTOR'S Routine Operations Schedule or Annual Calendar in order to compensate CONTRACTOR for performing said work. 6.03 Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 6.04 In the event that CONTRACTOR'S proposal for Extra Work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS Basis. Invoices for EXTRA WORK on a TIME AND MATERIALS basis are subject to CONTRACTOR markup in accordance with Section 3.04. 6.05 When a condition exists which the CONTRACT ADMINISTRATOR deems urgent, the CONTRACT ADMINISTRATOR may verbally authorize the work to be performed upon receiving a verbal estimate from the CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, the CONTRACTOR shall submit a written estimate, consistent with the verbal authorization, to the CONTRACT ADMINISTRATOR for approval. 6.06 All Extra Work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 7.00 CONTRACTOR'S DAMAGES City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 14 7.01 All damages incurred to existing fire protection system by the CONTRACTOR'S operation shall be repaired or replaced, by the CONTRACTOR or by other forces, all at the discretion of the CONTRACT ADMINISTRATOR, all at the CONTRACTOR'S expense. 8.00 COMMUNICATIONS AND EMERGENCY RESPONSE 8.01 The CONTRACTOR shall, during the term of this CONTRACT, maintain a single telephone- number, toll free to a San Diego region area code, at which the CONTRACTOR or CONTRACTOR'S responsible employee may be contacted at any time, twenty-four hours per day, to take the necessary action regarding all inquiries, complaints and the like, that may be received from the CONTRACT ADMINISTRATOR or other CITY personnel. For hours beyond a normal 8 AM to 5 PM business day, an answering service shall be considered an acceptable substitute for full time twenty-four hour coverage, provided that the CONTRACTOR responds to the CITY by return call within four (4) hours of the CITY'S original call. 8.04 The CONTRACTOR shall maintain a written log of all communications, the date and the time thereof and the action taken pursuant thereto or the reason for non-action. Said log of complaints shall be open to the inspection of the CONTRACT ADMINISTRATOR at all reasonable times. 8.05 CONTRACTOR'S supervisor and foreman shall carry digital pagers with local San Diego region area code. Supervisor and foreman shall respond to any page from the CITY within four (4) hours at any time, 24 hours per day. The CITY shall not page CONTRACTOR'S foreman except during normal working hours or in case of emergency. 9.00 SAFETY 9.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents of the CITY, vendors, members of the public or others from foreseeable injury, or damage to their property. CONTRACTOR shall make weekly inspections for any potential hazards at said sites and keep a log indicating date inspected and action taken. 9.02 It shall be the CONTRACTOR'S responsibility to inspect, and identify, any condition(s) that renders any portion of the premises unsafe, as well as any unsafe practices occurring thereon. The CONTRACT ADMINISTRATOR shall be notified immediately of any unsafe condition that requires major correction. 9.03 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of any occurrence on the premises of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to the CONTRACT ADMINISTRATOR within three (3) calendar days following the City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 15 occurrence. CONTRACTOR shall cooperate folly with the CITY in the investigation of any such occurrence. 11.00 HOURS AND DAYS OF MAINTENANCE SERVICES 11.01 The basic daily hours of maintenance service shall be as indicated in Exhibit "A", which shall be considered normal work hours as may pertain to any other provision of the CONTRACT. 11.02 CONTRACTOR shall provide staffing to perform the required maintenance services during the prescribed hours. Any changes in the days and hours of operation heretofore prescribed shall be subject to approval by the CONTRACT ADMINISTRATOR. 11.03 Per State of California Labor Code, CONTRACTOR is directed to the following prescribed requirement with respect to the hours of employment. Eight (8) hours of labor under this CONTRACT shall constitute a legal day's work and said CONTRACTOR shall not require or permit any laborer, worker or mechanic, or any subcontractor employed by him to perform any of the work described herein to labor more than eight (8) hours during any one day or more than forty (40) hours during any one calendar week, except as authorized by State of California Labor Code Section 1815. 12.00 MAINTENANCE SCHEDULES 12.01 The CONTRACTOR shall, within thirty (30) days after the award of this CONTRACT, submit work schedules to the CONTRACT ADMINISTRATOR for review and approval. Said work schedules shall identify required operations and delineate the time frames for performance. 12.02 The CONTRACTOR shall submit revised schedules when actual performance differs substantially from planned performance, and from time to time as requested by the CONTRACT ADMINISTRATOR. Said revisions shall be submitted to the CONTRACT ADMINISTRATOR for his review and approval, within five (5) working days prior to the original or revised scheduled time for the work, whichever is earlier. 13.00 CONTRACTOR'S STAFF AND TRAINING 13.01 The CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 13.02 CONTRACTOR'S personnel shall possess the minimum qualifications for the position in which each is working. 13.03 CONTRACTOR is encouraged to provide on-going systematic skills training, and to promote participation in, and certification by professional associations, systematic skills training program, and certifications required by the CONTRACTOR for employees in a given position. City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 16 13.04 Each crew of CONTRACTOR'S employees shall include at least one individual who speaks the English language proficiently. For the purposes of this section a crew is understood to be any individual worker or group of workers who might service any site without other CONTRACTOR'S supervisory personnel present. 13.05 The CONTRACT ADMINISTRATOR may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR is, in the reasonable belief of the CONTRACT ADMINISTRATOR, detrimental to the interest of the public patronizing the premises. CONTRACTOR shall meet with representatives of the CONTRACT ADMINISTRATOR to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure the CONTRACT ADMINISTRATOR that the conduct and activities of CONTRACTOR'S employees will not be detrimental to the interest of the public patronizing the premises. 13.06 The CONTRACT ADMINISTRATOR may at any time order any of the CONTRACTOR'S personnel removed from the premises when, in the reasonable belief of the CONTRACT ADMINISTRATOR, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or otherwise detrimental to the interest of the CITY or the public patronizing the premises 13.07 The CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with the CONTRACTOR'S company name and employee name badges as approved by the CONTRACT ADMINISTRATOR. Sufficient changes shall be provided to present a neat and clean appearance of the CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by State Safety Regulations. 14.00 NON-INTERFERENCE - NOISE 14.01 CONTRACTOR shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 14.02 In the event that the CONTRACTOR'S operations must be performed when persons of the public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. LISTING OF SUBCONTRACTORS FIRE PROTECTION SYSTEMS INSPECTION AND MAINENANCE SERVICES The CONTRACTOR is required to furnish the following information relative to the subcontractors he proposes to use. City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 17 If all work is to be done without subcontractors, write "NONE" in the following space: NAME UNDER WHICH SUB- CONTRACTOR IS LICENSED LICENSE NUMBER AND CLASS ADDRESS AND TELEPHONE TYPE AND PORTION OF WORK SUBCONTRACTOR WILL DO City of Carlsbad City Hall Complex and Cole Library Fire Protection Maintenance Services 18 Ul I Y flALL UUIVII-LtA AINU UULt LlbKAKY MKt KKU I tU I IUIN MAUN I tINAINUt SimplexGrinnell BE SAFE. EXHIBIT "A" 3568 Ruffin Road South San Diego, CA92123 (858)633-9100 FAX: (858) 633-9101 www.simplexgrinnell.com SimplexGrinnell Quotation TO: City Of Carlsbad Bldg Maintenance 405 Oak Ave Carlsbad, CA 92008-3009 Attn: Bob Richardson Project: CoC - City Hall & Cole FA Customer Reference: SimplexGrinnell Reference: L22951-000106 Date: 02/27/2009 SimplexGrinnell is pleased to offer for your consideration this quotation for the above project. QUANTITY MODEL NUMBER DESCRIPTION 1 13 16 48 48 7 2 1 4 4 COLE LIBRARY MATERIALS - COLE DPST 4906-9127 4906-9101 4098-9714 4098-9792 4099-9001 2081-9272 4606-9101 4098-9756 2098-9797 LABOR - COLE INST LAB DSGN LAB CAD LAB OPSB2 TECH LAB OPSVC INST EXP PMLAB 4010 4010-9101 DP STRUCTURED CABLE HORN/STROBE MC RED STROBE MC RED PHOTO SENSOR SENSOR BASE MANUAL STATION - SINGLE ACTION BATTERY 6.2 AH REMOTE LCD ANNUNCIATOR DUCT SENSOR HOUSING-4-WIRE SAMPLING TUBE 49" INSTALLATION LABOR DESIGN LABOR CAD LABOR OP SERVICES BLUEPRINT & COPY TECHNICAL LABOR OP SVCS INSTALLATION EXPENSE PROJECT/CONSTRUCTION MGMT FACP 250PT 4NAC 4A 120V BEIGE 1 5 CITY HALL CO1 MATERIALS DPST 4906-9127 LABOR INST LAB DSGN LAB DP STRUCTURED CABLE HORN/STROBE MC RED INSTALLATION LABOR DESIGN LABOR CITY HALL THIS QUOTATION AND ANY RESULTING CONTRACT SHALL BE SUBJECT TO THE GENERAL TERMS AND CONDITIONS ATTACHED HERETO. Fire, Security, Communications, Sales & Service Offices & Rpnresfintativfis in Princinal Cities throuahout North America SimplexGrinnell BE SAFE. Project: CoC - City Hall & Cole FA Customer Reference: SimplexGrinnell Reference: L22951-000106 Date: 02/27/2009 SimplexGrinnell Quotation QUANTITY MODEL NUMBER DESCRIPTION 1 5 7 7 4 2 5 7 7 2 2 6 6 1 2 3 4 MATERIALS - NW DPST MT-12/24-R 4098-9714 4098-9792 4099-9001 2081-9272 4010 4010-9101 MATERIALS - SW 4901-9820 4098-9714 4098-9792 4099-9001 2081-9272 DP STRUCTURED CABLE MULTITONE, 8 TONES, SELECT 12V PHOTO SENSOR SENSOR BASE MANUAL STATION - SINGLE ACTION BATTERY 6.2 AH FACP 250PT 4NAC 4A 120V BEIGE HORN 24VDC RED PHOTO SENSOR SENSOR BASE MANUAL STATION - SINGLE ACTION BATTERY 6.2 AH MATERIALS - COUNCIL CHAMBERS 4098-9714 4098-9792 4099-9001 2081-9272 4906-9130 4906-9104 INST LAB DSGN LAB CAD LAB OPSB2 TECH LAB OPSVC PMLAB LABOR PHOTO SENSOR SENSOR BASE MANUAL STATION - SINGLE ACTION BATTERY 6.2 AH HORN/STROBE MC WHITE CEILING STROBE MC WHITE CEILING INSTALLATION LABOR DESIGN LABOR CAD LABOR OP SERVICES BLUEPRINT & COPY TECHNICAL LABOR OP SVCS PROJECT/CONSTRUCTION MGMT Total net selling price, FOB shipping point, Sales Tax Included, $74,550.00 Comments WEEKEND WORK ONLY, TOTAL PRICE, SALES TAX INCLUDED, $98,806.00 SATURDAY INSTALL LABOR IS $140.00/HR. SUNDAY INSTALL LABOR IS $185.00/HR. CITY HALL SCOPE OF WORK: This proposal includes the remaining materials and labor from the original proposal L22951-000108 dated 8/21/2008 plus overtime install labor for Monday-Friday Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America SimplexGrinnell Project: CoC - City Hall & Cole FA Customer Reference: Of- c-ymr SimplexGrinnell Reference: L22951-000106 DC &MrC. Date: 02/27/2009 SimplexGrinnell Quotation Comments (continued) evening work (except Tuesday) between 5:00pm-6:00am. SimplexGrinnell to upgrade the existing Fire Alarm Systems at City Hall South Wing, North Wing and Council Chambers with Simplex 4010 Addressable Fire Alarm Systems. Existing devices will be replaced and/or removed and the building will be brought up to the latest codes. The Systems will be "automatic" systems with Horns and Pull Stations throughout and monitoring of the Sprinkler Systems. Smoke Detectors will be installed in common areas and important rooms as requested by the customer. (1) 4010 Addressable Fire Alarm Panel will be installed in the North Wing which will be the main panel for all three buildings. All proposals are based on mutually acceptable terms & conditions. Note 1: (0) Duct Detectors and/or in-duct detectors w/relay are to be provided, powered and terminated by Simplex but mounting, shutdown wiring and conduit is by others. Please note: Mechanical drawings were not supplied and it is unknown at this time if any of the units may need to be tied into the Fire Alarm System. A change order will be supplied if any units need Duct Detectors. CITY HALL CHANGE ORDER #1 SCOPE OF WORK: As requested by Gregory Ryan, Deputy Fire Marshal for Carlsbad Fire Department, SimplexGrinnell to provide labor and materials for following changes: 1. Add (5) Horn/Strobe Devices in Restrooms. Original inclusions and exclusion from proposal L22951-000108 apply to this change order. COLE LIBRARY SCOPE OF WORK: SimplexGrinnell to provide the labor and materials for the upgrade of the existing Radionics Fire Alarm System with a Simplex 4010 Addressable Fire Alarm System. Existing devices will be replaced and the building will be brought within the latest codes. The System will have full Smoke Detector and Horn/Strobe coverage throughout. All proposals are based on mutually acceptable terms & conditions. Note 1: (4) Duct Detectors and/or in-duct detectors w/relay are to be provided, powered and terminated by Simplex but mounting, shutdown wiring and conduit is by others. INCLUDES: Equipment, devices and installation Wire, wire pull and terminations System programming, one system test, system training Sales tax, shipping Engineered drawings and submittals One year warranty on parts and labor EXCLUDES: Conduit, backboxes, terminal cans, raceway, cable trays, any 120V wiring, asbestos related work, patching, painting, trenching, cutting, drilling, backboards, access panels, demolition, phasing, after hours inspections, inspections with less then 72 hours notice, any changes to original project scope required as a result of fire marshal plan check, rough-in or final inspections. Bid or Performance bond. Fire Watch; Weatherproof Enclosures; Permits; Fees. Please contact me at 858-633-9100 x2107 if you have any questions. Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America SimplexGrinnell Project: CoC - City Hall & Cole FA Customer Reference: DC Cyi CJT SimplexGrinnell Reference: L22951-000106 DC 0,/tf-C. Date: 02/27/2009 SimplexGrinnell Quotation Comments (continued) Best regards, Kevin W. Wunderly kwunderly@tycoint.com Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throuqhout North America CERTIFICATE I, Pasquale ,T. D'Orsi, Assistant Secretary of SimplexGrinnell LP. a Delaware limited partnership, (the "Partnership") and its General Partner SIR Grinnell GP Holding, Inc., hereby certify that at a meeting of the Board of Directors of the General Partner, held at Exeter, New Hampshire, on May 3, 2001, at which a quorum was present and acting throughout, the following resolution was duly adopted: RESOLVED: Each District General Manager be, and he hereby is, authorized and empowered to sign in the name and on behalf of the Partnership, under its corporate seal or otherwise: All bids, proposals, tenders and contract documents with respect to the sale, design, and/or installation of fire protection systems, access control & security systems as well as alarm and detection systems, time and attendance and workforce solution systems, nurse call, and communications systems and to do any and all acts necessary or incident to the completion of any such contract document; provided, however, that any such bid, proposal, tender and/or contract in excess of $500,000.00 must be accompanied by written approval of a Vice President, Secretary and/or an Assistant Secretary of the Partnership; All documents with respect to any supplementary work (additional work, changes, modifications, etc.) concerning any of the above described systems pursuant to any existing contract, and to do any and all acts necessary or incident to the completion of any existing contract; and All lien waivers, releases, discharges or privileges, inspection service contracts, contractor's affidavits, guarantees and/or surety bonds, required by, or appropriate for customers of the Partnership in connection with contracts to which the Partnership is a party and in connection with work performed by the Partnership." I further certify that the foregoing resolution is in full force and effect. I further certify James Kishish is the District General Manager for the San Diego, California district office of SimplexGrinnell LP. / A /WITNESS MY HAND and the seal of the Company e$ecti\je as of th/s 24th day of October, 2008.