HomeMy WebLinkAbout1995-06-20; City Council; Resolution 95-1591
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0 0 EXHIBIT 2
RESOLUTION NO. 95-159
A RESOLUTION OF THE CITY COUNCILOF THE CITY OF CARLSBAD,
CALIFORNIA ACCEPTING A BID AND AUTHORIZING THE EXECUTION
OF A CONTRACT FOR MAINTENANCE OF MECHANICAL SYSTEMS
AND EQUIPMENT
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NOW THEREFORE BE IT RESOLVED by the City Council of the City of Carlsbad, (
as follows:
1. That the bid of Southcoast Heating & Air Conditioning, 4055 Ocean:
Oceanside CA 92056, is hereby accepted and the Purchasing Officer is hereby a
to execute a purchase order for the acquisition of maintenance services for the peri
1, 1995 through June 30, 1998, which may be renewed by the City Manage
additional one (1) year periods, with revised contract prices set by mutual agreen
2. That the Mayor of the City of Carlsbad is hereby authorized and d
execute a contract, a copy of which is attached hereto, for and on behalf of tt
Carlsbad.
PASSED, APPROVED AND ADOPTED by the City Council of the City of C
a regular meeting held on the 20th day of JUNE , 1995, by the
vote, to wit:
AYES: Council Members Lewis, Nygaard, Kulchin, Finnila, Hall
NOES: None
ABSENT: None
ATTEST:
(SEAL)
0 0’ EXHIBIT A
CONTRACT
THIS CONTRACT, made and entered into as of the 21st day
corporation, hereinafter referred to as “City”, and SOUTHCOAST HEATING & I
CONDITIONING, hereinafter referred to as “Contractor.”
JUNE , 19 95 j by and between the CITY OF CARLSBAD, a munici
RECITALS
The City requires maintenance and preventative maintenance for mechani
systems and equipment services and the Contractor possesses the necessary skills i
qualifications to provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual coven;
contained herein, City and Contractor agree as follows:
I. CONTRACTORS OBLIGATIONS
The Contractor’s obligations shall be as described in the document entii
“Specifications for Preventative for Maintenance Mechanical Systems and Equipmen
the City of Carlsbad”, and in the Contractor’s bid proposal, both in their entirety which
attachments to and part of this contract. Changes to the contract documents and
Contractor’s obligations will be processed as described in paragraph 4 of this contr;
2. FEES TO BE PAID TO CONTRACTOR
The total fees payable shall not exceed $44,286.00. This fee will cover v
completed by the Contractor as described in the contract documents. No o
compensation for services will be allowed except those items covered by cont
supplements per Paragraph 4, “Changes in Work.”
3. DURATION OF CONTRACT
This contract shall extend for a period of three years from the date of execut
The contract may be extended by the City Manager for two additional one (I) year peri
or parts thereof, based upon a review of satisfactory performance and the City’s net
The parties shall prepare extensions in writing indicating effective date and length of
extended contract.
4. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the f
and informal consultations with the other party indicate that a change in the conditior
the contract is warranted, the Contractor or the City may request a change in cont
Such changes shall be processed by the City in the following manner: A letter outli
the required changes shall be forwarded to the City by the Contractor to inform them o
proposed changes along with a statement of estimated changes in charges.
supplemental contract shall be prepared by the City and approved by the City accor
to the procedures described in Carlsbad Municipal Code Section 3.28.1 72. :
-0 supplemental contract shall not render ineffective or invalidate unaffected portions of tt-
contract.
5. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not-employed or retained any compar
or person; other than a bona fide employee working for the Contractor, to solicit or secu,
this contract, and that Contractor has not paid or agreed to pay any company or perso
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, 1
.any other consideration contingent upon, or resulting from, the award or making of th
contract. For breach or violation of this warranty, the City shall have the right to annul th
contract without liability, or, in its discretion, to deduct from the contract price
consideration, or otherwise recover, the full amount of such fee, commission, percentag
brokerage fees, gift, or contingent fee.
6. NONDISCRIMINATION CLAUSE
regarding nondiscrimination.
7. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the work
provided for in this contract, the City may terminate this contract for nonperformance
notifying the Contractor by certified mail of the termination of the contractor.
8. DISPUTES
If a dispute should arise regarding the performance of work under this contract, t
following procedure shall be used to resolve any question of fact or interpretation'r
otherwise settled by contract between parties. Such questions, if they become identifi
as a part of a dispute among persons operating under the provisions of this contract, sh
be reduced to writing by the principal of the Contractor or the City . A copy of su
documented dispute shall be forwarded to both parties involved along with recommend
methods of resolution which would be of benefit to both parties. The City or princir
receiving the letter shall reply to the letter along with a recommended method of resoluti
within ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggriev
party, a letter outlining the dispute shall be forwarded to the Office of the City Manager
resolution. The City Manager may then opt to consider the directed solution to t
problem. In such cases, the action of the City Manager shall be binding upon the part
involved, although nothing in this procedure shall prohibit the parties seeking remed
available to them at law. This contract shall be governed by the laws of the State
California.
9. SUSPENSION OR TERMINATION OF SERVICES
This contract may be terminated by either party upon tendering thirty (30) d:
written notice to the other party. In the event of termination, the Contractor shall be p
for work properly performed to the termination date; however, the total shall not exceed i
fee payable for that quarter. The City shall make the final determination as to the portic
of tasks completed and the compensation to be made.
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The Contractor shall comply with California State law and United States 1:
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0 IO. STATUS OF THE CONTRACTOR 0.
The Contractor shall perform the services.provided for herein as an independe
contractor and not as an employee of the City. Contractor shall be under control of ti-
City only as to the result to be accomplished, but shall consult with the City as providc
for in this contract. The persons used by the Contractor to provide services under th
contract shall not be considered employees of the City for any purposes whatsoever.
The Contractor is an independent contractor of the City. The payment made to tk
Contractor pursuant to the contract shall be the full and complete compensation to whic
the Contractor is entitled. The City shall not make any federal or state tax withholdings (
behalf of the Contractor or his/her employees or subcontractors. The City shall not I
required to pay any workers' compensation insurance or unemployment contributions (
behalf of the Contractor or hidher employees or subcontractors. The Contractor agrel
to indemnify the City for any tax, retirement contribution, social security, overtime paymel unemployment payment or workers' compensation payment which the City may be requirc
to make on behalf of the Contractor or any employee or subcontractor of the Contraci
for work done under this contract.
The Contractor shall be aware of the requirements of the Immigration Reform a
Control Act of 1986 and shall comply with those requirements, including, but not limit
to, verifying the eligibility for employment of all agents, employees, subcontractors a
Consultants that are included in this contract.
11. HOLD HARMLESS CONTRACT
The City, its officers, and employees shall not be liable for any claims, liabilitic
penalties, fines, or any damage to goods, properties, or effects of any person whatev
nor for personal injuries or death caused by, or resulting from, any intentional or neglig(
acts, errors or omissions of Contractor or Contractor's agents, employees,
representatives. Contractor agrees to defend, indemnify, and save free and harmless
City and its officers and employees against any of the foregoing claims, liabiliti
penalties or fines, including liabilities or claims by reason of alleged defects in any pl;
and specifications, and any cost, expense or attorney's fees which are incurred by the (
on account of any of the foregoing.
12. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies c
thereunder without the prior written consent of the City.
13. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under
contract by the Contractor, Contractor shall be fully responsible to the City for the acts i
omissions of Contractor's subcontractor and of the persons either directly or indire
employed by the subcontractor, as Contractor is for the acts and omissions of persl
directly employed by Contractor. Nothing contained in this contract shall create
contractual relationship between any subcontractor of Contractor and the City. -
Contractor shall bind every subcontractor and every subcontractor of a subcontractor
the terms of this contract applicable to Contractor's work unless specifically noted to
contrary in the subcontract in question approved in writing by the City.
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14. PROHIBITED I P I EREST 0.
No official of the City who is authorized in such capacity on behalf of the City
negotiate, make, accept, or approve, or take part in negotiating, making, accepting,
approving of this contract, shall become directly or indirectly interested personally in tt
contract or in any part thereof. No officer or employee of the City who is authorized
such capacity and on behalf of the City to exercise any executive, supervisory, or simi
functions in connection with the performance of this contract shall become directly
indirectly interested personally in this contract or any part thereof.
15. VERBAL CONTRACT OR CONVERSATION
No verbal contract or conversation with any officer, agent, or employee of the C
either before, during or after the execution of this contract, shall affect or modify any of '
whatsoever under the terms of this contract.
16. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 11, "Hold Harmless Contract," all terr
conditions, and provisions hereof shall inure to and shall bind each of the parties herc
and each of their respective heirs, executors, administrators, successors, and assign
terms or obligations herein contained nor entitle the Contractor to any additional paym
17. EFFECTIVE DATE
This contract shall be effective on and from the day and year first written abok
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18. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to recei
written notice on behalf of the City and on behalf of the Contractor in connection with t
foregoing are as follows:
For City:
For Contractor:
Purchasing Officer or
Building Maintenance Superintendent
City of Carlsbad
1200 Carlsbad Village Drive Carlsbad CA 92008
President
Southcoast Heating & Air Conditioning
4055 Oceanside Blvd
Oceanside CA 92056
19. INSURANCE
The Contractor shall obtain and maintain policies of general liability insurar:
automobile liability insurance, and a combined policy of worker's compensation i
employers liability insurance from an insurance company authorized to do business in
State of California which meets the requirements of City Council Resolution No. 91-1
in an insurable amount of not less than one million dollars ($1,000,000) each, unles
lower amount is approved by the City Attorney or the City Manager. This insurance s
be in force during the life of this contract and shall not be canceled without thirty (30) d
prior written notice to the City sent by certified mail.
The City shall be named as an additional insured on these policies. The Contra
shall furnish certificates of insurance to the City before commencement of work.
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20. BUSINESS LICENSE
duration of the contract.
Contractor shall obtain and maintain a City of Carlsbad Business License for t
Executed by Contractor this 5% day of Juy-e t 19, 9
CONTRACTOR:
(name of Contractor)
/i&"&&.
sc,..: /LC.C e;td o2:JyJ A bd A** City Clerk 'UT-,
#/A\ ., c"J
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... ATTEST:
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- c* .~ <>/# .I g IG/?-SL.& , sec..ew/ 1
L-1 ,- L l,/r8/ib,,,:-q , jqc.,
2 (print name here)
(title and organization of$ignatory)
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign
corporations. If only one officer signs, the corporation must attach a resolution cett
by the secretary or assistant secretary under corporate seal empowering that officc
bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY 4
6*LJ* CT" 0epu+City Attorney
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