HomeMy WebLinkAboutWeatherproofing Technologies Inc; 2014-04-24; PEM1080PEM1080
AGREEMENT FOR ROOF INSPECTION AND MAINTENANCE SERVICES
(WEATHERPROOFING TECHNOLOGIES, INC.)
JHIS AGREEMENT is made and entered into as of the day of
Z?/)/^/ / , 2014, by and between the CITY OF CARLSBAD, a municipal
corf5or^tion, ("City"), and WEATHERPROOFING TECHNOLOGIES, INC., a Delaware
Corporation, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced in roof
inspection and maintenance services.
B. Contractor has the necessary experience in providing professional services and
advice related to roof inspections and maintenance.
C. 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 (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for two (2) additional two (2)
year periods or parts thereof in an amount not to exceed twenty nine thousand nine hundred
thirty six dollars ($29,936) 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.
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
twenty nine thousand nine hundred thirty six dollars ($29,936) 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".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
City Attorney Approved Version 1/30/13
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. SUBCONTRACTING
Contractor will not subcontract any portion of the Sen/ices 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.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. 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
reasonable attorneys fees arising out of the performance of the work described herein caused
by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts any of them
may be liable.
The parties expressly agree that any payment, reasonable attorney's fees, 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.
10. 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-:VH". OR
City Attorney Approved Version 1/30/13
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 Risk
Manager 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 Liabilitv 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 Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. 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.
If box is checked. Professional Liability
City's Initials CoiitraitJ)r's Initials Insurance requirement is waived.
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 Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, 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 ofthis 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
City Attorney Approved Version 1/30/13
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 any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. 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.
12. 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 underthis Agreement.
13. 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.
14. 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.
15. 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 For Contractor
Name Bob Richardson Name Sten Johnson
Title PW Supervisor Title Senior Field Advisor
Department Public Works Address 3735 Green Road
City of Carlsbad Beachwood, OH 44122
Address 405 Oak Ave. Phone No. 858-531-5197
Carlsbad, CA 92008 Email sajohnson@tremcoinc.com
Phone No. 760-434-2994
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.
City Attorney Approved Version 1/30/13
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. 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 whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. 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 othen/vise 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 fonwarded 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 fonwarded
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 ofthe
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.
20. 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 sen/ices
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
City Attorney Approved Version 1/30/13
payable under this Agreement. City will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. 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 othenwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. 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 seg..
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 reasonable 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.
23. 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.
24. 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 nor 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.
25. 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 Attorney Approved Version 1/30/13
26. 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
WEATHERPROOFING TECHNOLOGIES,
INC., a Delaware corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
^^gn here)
~ ' (print name/title)
tgor or Mayor nr nivLsifw- Director
uthorizera by the City Manager
Jim Howell
^ f%um ^A^d.
(sign hece) i
^Cilice DCM
^ (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:
CELIA A. BREWER, City Attorney
BY:_
Assistant City Attorne'
City Attorney Approved Version 1/30/13
EXHIBIT "A"
SCOPE OF SERVICES
QTY UNIT DESCRIPTION Amount
EA
Annual roof maintenance program for the City of Carlsbad facilities
consisting of one (1) full roof inspection with preventative
maintenance and general roof housekeeping, and one (1) general
roof housekeeping only inspection.
Roof Inspections includes:
• Visual inspection of the roof membrane and roof surface
conditions.
• Visual inspection of the flashing systems including, but not
limited to, the metal edge system, base flashings on
equipment and adjoining walls, counterflashing and
termination details, soil stacks and vents, and visual
inspection of roofing details for rooftop projections and
equipment such as pitch pans, HVAC equipment, skylights
and access hatches.
Preventive Maintenance includes:
e Flashing components and details - Patch minor flashing
defects and kick holes, reinforce open flashing laps, seal
open metal edge laps and open flanges within reason, seal
open coping joints, seal expansion joint laps, re-secure
and/or seal intermittent fasteners that have backed out, top
off pitch pans, caulk storm collars and reseal intermittent
voids in termination bar and counterflashing. Owner will be
advised of any extensive repairs required.
• Roof membrane - Repair intermittent splits, tears, open laps
and breaks in the membrane. If extensive repairs are
required, Owner will be advised. Patch any fractured blisters
or those in danger of fracture due to traffic. If extensive
repairs are required, owner will be advised.
• Drains, Gutters and Scuppers - Tighten drain bolts and
clamping rings (if possible). Owner will be advised of
missing drain strainers. Repair strip-in around drains and
scuppers, re-secure gutters and seal open gutter joints.
General Rooftop Housekeeping includes:
• Removal of debris (i.e., leaves, branches, paper and similar
items) from the roof membrane and drainage areas.
• Disposal of debris will be at the Owner's approved on-site
location.
Total not to exceed amount $29,936
Contractors proposal with list of City buildings is attached.
City Attorney Approved Version 1/30/13
City of Carlsbad Roof Maintenance Program List
Building Name Roof Name Roof Area Roof Condition
#of
Roofs
Alga Norte Community Park Multiple Roofs 18,000 New 15
Calavera Hills Park Roof A 3,100 Fair Condition 1
Calavera Hills Park Roof B 2,164 Fair Condition 1
Calavera Hills Park Roof C 9,555 Repairs Required, Minor 1
City Hall Complex Section Al-Substation 304 Fair Condition 1
City Hall Complex Section A-Substation 8,196 Repairs Required, Minor 1
City Hall Complex Section B-Mechanical Rm. 625 Fair Condition 1
City Hall Complex Section Cl-Mechanlcal Rm. 304 Fair Condition 1
City Hall Complex Section C-City Clerk 4,696 Repairs Required, Minor 1
City Hall Complex Section D-Council Chambers 2,860 Replace Eventually 1
Facilities & Maintenance Section A 1,134 Repairs Required, Minor 1
Facilities & Maintenance Section B 3,990 Restore Immediately 1
Faraday Community Development Center Main Section 41,635 Replace Eventually 1
Farmers Insurance Building Roof A 36,014 Replace Immediately 1
Fire Station #1 Main Section 5,894 Fair Condition 1
Fire Station #2 Section A&B 3,362 Repairs Required, Minor 1
Fire Station #3 Main Section 3,620 Good Condition 1
Flre Station #4 Main Section 5,593 Fair Condition 1
Fire Station #5 Main Roof 10,469 Fair Condition 1
Flre station #5 Storage 1,026 Repairs Required, Minor 1
Fire Station #6 Main Roof 726 Repairs Required, Minor 1
Fire Station #6 Tile Roof 13,654 Fair Condition 1
Fleet Maintenance Bldg. Section A-Lower North 1,254 Replace Immediately 1
Fleet Maintenance Bldg. Section B-Upper 7,574 Replace Immediately 1
Fleet Maintenance Bldg. Section C-Lower South 1,254 Replace Immediately 1
Harding Community Ctr. All Sections 14,437 Replace Immediately 1
Las Palmas Building Main Roof 17,943 Fair Condition 1
Library Learning Center Roof A 1,399 Good Condition 1
Ubrary Learning Center Roof B 3,027 Fair Condition 1
Library Learning Center Roof C 72 Good Condition 1
Library Learning Center Roof D 547 Good Condition 1
Library Learning Center Annex Roof E 5,760 Repairs Required, Minor 1
Magee House Section A 100 Fair Condition 1
Magee House Section B 180 Fair Condition 1
Magee House Section C - Shingle 3,085 Fair Condition 1
Main Library North Section A 10,895 Fair Condition 1
Main Library North Section B 6,000 Repairs Required, Minor 1
Main Library North Section C 4,500 Fair Condition 1
Main Library North Section D 1,650 Replace Eventually 1
New Village Arts Theatre Roof A 4,095 Restore Immediately 1
New Village Arts Theatre Roof B 7,245 Fair Condition 1
Safety Center Lower Section 4,500 Repairs Required, Minor 1
Safety Center Middle Section 4,333 Repairs Required, Minor 1
Safety Center Sections A&B- Lower 471 Repairs Required, Minor 1
Safety Center Upper Section 25,371 Repairs Required, Minor 1
Senior Center Section A 318 Fair Condition 1
Senior Center Section B 1,240 Fair Condition 1
Senior Center Section C 740 Fair Condition 1
Senior Center Section D 740 Fair Condition 1
Senior Center Section E 409 Fair Condition 1
Senior Center Section F 115 Fair Condition 1
Senior Center Section G 115 Fair Condition 1
Senior Center Section H 110 Fair Condition 1
Senior Center Section 1 110 Fair Condition 1
Senior Center Section J 820 Fair Condition 1
City of Carlsbad Roof IVIaintenance Program List
#of
Building Name Roof Name Roof Area Roof Condition Roofs
Senior Center Section K 1,225 Fair Condition 1
Senior Center Section L 55 Fair Condition 1
Senior Center Section M 240 Fair Condition 1
Senior Center Section N 80 Fair Condition 1
Senior Center Section 0 800 Fair Condition 1
Senior Center Section P 1,752 Fair Condition 1
Senior Center Section Q. 3,456 Fair Condition 1
Senior Center Section R 1,744 Fair Condition 1
Senior Center Tile Section 10,541 Fair Condition 1
Service Ctr. Wash Park Main Section 700 Repairs Required, Minor 1
Stage Coach Community Ctr Lower Section 3,832 Fair Condition 1
Stage Coach Community Ctr Sections A&B- Lower 872 Fair Condition 1
Stage Coach Community Ctr Tile Roof Section 5,162 Fair Condition 1
Stage Coach Community Ctr Upper Section 9,450 Repairs Required, Minor 1
Swim Complex Section A 2,325 Fair Condition 1
Swim Complex Section B 300 Fair Condition 1
Swim Complex Section C 1,200 Repairs Required, Minor 1
The Dove Library Lower A 3,447 Fair Condition 1
The Dove Library Lower B 1,200 Fair Condition 1
The Dove Library Lower C 267 Fair Condition 1
The Dove Library Lower D 100 Fair Condition 1
The Dove Library Lower E 1,872 Fair Condition 1
The Dove Library Lower F 960 Fair Condition 1
The Dove Library Lower G 2,872 Fair Condition 1
The Dove Library Lower H North 1,376 Fair Condition 1
The Dove Library Upper B 2,304 Restore Immediately 1
The Dove Library Upper F 935 Restore Immediately 1
The Dove Library Upper H North 133 Fair Condition 1
The Dove Library Upper Main 21,099 Repairs Required, Minor 1
The Dove Library Upper Tile 5,001 Good Condition 1
Water District Building Section A 5,608 Repairs Required, Minor 1
Water District Building Section B 7,573 Repairs Required, Minor 1
TOTALS 405,811 101