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HomeMy WebLinkAboutAgreement Amber Air Conditioning On-Call Minor Construction and Repair Services 06-10-2025 (2)Page 1 3 8 9 3 4 AGREEMENT FOR CONTRACTOR SERVICES Amber Air Conditioning ON-CALL SERVICES This Agreement for Contractor Services (On-Call) (the “Agreement”) is made and entered into as of June 10, 2025 by and between the City of Lake Elsinore, a municipal corporation (the “City”) and Amber Air Conditioning, a corporation (the “Contractor”). RECITALS A.The City has determined that it requires the following services: On-Call minor construction and repair services. B.The City has prepared a request for a proposals and Contractor has submitted to City a proposal, dated May 8, 2025, both of which are attached hereto as Exhibit A (collectively, the "Contractor's Proposal") and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C.Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions Agreement. AGREEMENT 1.Scope of Services. Contractor shall perform the services and related work described in Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. Contractor acknowledges that the Scope of Services provides for 24 hour-a-day, 7 day-a-week, on-call and minor construction support on an as needed basis. 2.Time of Performance. a.Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor's Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b.Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor's Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 2 3 8 9 3 4 c.Term and Compliance with Task/Work Order System. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on July 1, 2025 and ending June 30, 2028. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. Contractor hereby agrees and acknowledges that any and all work or services performed pursuant to this Agreement shall be based upon the issuance of a Task/Work Order by the City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of work or services as all work or services shall be authorized through a Task/Work Order issued by the City. 3.Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor's annual compensation exceed Four Hundred Fifty Thousand dollars ($450,000) without additional written authorization from the City. Notwithstanding any provision of Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4.Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5.Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Contractor’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Contractor’s prospective or then current personnel is deemed objectionable, then the City may notify Contractor of the same. Contractor shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker. 6.Suspension or Termination. a.The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. b.In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 3 3 8 9 3 4 Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 7.Plans, Reports, Documents a.Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third-party requests of Contractor shall be immediately referred to City, without any other actions by Contractor. b.Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data, which were prepared by design professionals other than Contractor or provided, to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. c.Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Contractor shall not, without the prior written consent of City, use such materials for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor, which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs relating to project for which Contractor's services are rendered, or any publicity pertaining to the Contractor's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 8.Contractor's Books and Records. a.Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor to this Agreement. b.Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 4 3 8 9 3 4 required by law, from the date of termination or completion of this Agreement. c.Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor's address indicated for receipt of notices in this Agreement. d.Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor's representatives, or Contractor's successor-in-interest. 9.Independent Contractor. a.Contractor is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b.Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10.PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 11.Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor's services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 5 3 8 9 3 4 Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a.will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b.possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a) (2).) 12.Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor's field of expertise. 13.Compliance with Laws. a.Contractor shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Contractor and/or its employees, officers, or board members. b.Contractor represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license. 14.Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature, which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 15.Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 6 3 8 9 3 4 16.Insurance Requirements . a.Insurance. Contractor, at Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i.Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii.General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii.Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement may be attached limiting the coverage. b.Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the following specific language : i.Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. ii.This policy shall be considered primary insurance as respects the City, Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 7 3 8 9 3 4 its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii.This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv.The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v.Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi.The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. c.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d.Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 17.Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to:City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor: Amber Air Conditioning Attn: Ed Lambert 29885 2nd St. Unita A&B Lake Elsinore, Ca 92530 Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 8 3 8 9 3 4 18.Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 19.Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 20.Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 21.Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 22.Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 23.Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24.Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the work or services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non- payment of prevailing wages under California law, and Contractor hereby agrees to defend, Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 9 3 8 9 3 4 indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 25.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 26.Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 27.Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non-monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 28.Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 29.Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Contractor’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Contractor’s Proposal. 30.Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. “CITY” CITY OF LAKE ELSINORE, a municipal corporation “CONTRACTOR” Amber Air Conditioning, a corporation Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Page 10 3 8 9 3 4 City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Assistant City Manager By: Ed Lambert Its: Owner Attachments: Exhibit A – Contractor’s Proposal Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 EXHIBIT A EXHIBIT A CONTRACTOR'S PROPOSAL [ATTACHED] Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 HEATING-AIR CONDITIONING SPECIALISTS#mm,"hmrState License319072.621742.29885 Second St., UnitsA& B, Lake Elsinore,CA92532. (951) 674-6974. Fax (951) 674-7287TORETRANSMITTALDATED: May 08,2025City of Lake ElsinoreRequest For Proposals/General Contractor Services/On-Call & Minor ConstructionDESCRIPTION:Heating, Ventilation, Air Conditioning repair maintenance and installation services as well as indoor airquality control.Principal Location: 29885 Second Street, srE A & B, Lake Elsinore, cAg2532Personnel No.# 8NATE CertificationProject Experience and Client Reference:Project:Inland Empire Autism Centerl93l4Jesse Lane Ste 200 & 250Riverside, CAProj ect: Southland Hematology25190 Hancock Ave, Ste AMurrieta, CA92562Client: Workman Constructor25835 Jefferson AveMurrieta, CA92562)CERTIFICASATITECEURANINSONCOMPENWORKERSIAUTOMOBILE INSURANCE CERTIFICATE1(CATETIFICERCEINSURANLIABILITYGENERALI)()LICENSEACTIVEBOARDELICENSATESTONTRACTORC1) CITY OF LAKE ELSINORE BUSINESS LICENSECOST PROPOSAL SHEETiSERVICE CALL RATESI(1REQUEST FOR PROPOSALSDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 HEATING.AIR CONDITIONING SPECIALISTS,'$arr+nnalmberAlR G@ND!TI@N|NG, !N@,State License 319072. 621742. 29885 Second St., Units A & B, Lake Elsinore, CAg2532. (951) 674-6974. Fax (951) 674-7297Project:RD Construction32097 Corydon RoadLake Elsinore, CA 92532Client: RD32097Lake92s32PhirVice PresidentXDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 CITY oFLAI(ELSTNOrcDREAM E/rnrmrREQUEST FOR PROPOSALSGENERAL CONTRACTOR SERVICESON.GALL & MINOR CONSTRUCTIONApril 2025City of Lake ElsinoreAdministrative Services Department130 South Main StreetLake Elsinore, California 92530Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 CITY OFLLSINOf)REAM EXTREMEApril 30, 2025REQUEST FOR PROPOSALSThe City of Lake Elsinore, hereinafter referred to as the City, is inviting proposals from licensed andqualified general contractors ("Contractor") to provide on-call, minor construction, as needed and/oremergency repair services (1'Services") for the City. The Contractor will provide full rangeconstruction, maintenance and repair services that may include but is not limited to installations,routine maintenance, service calls, supplies, and emergency services. lt is the City's intent to awardmultiple contracts to different Contractors who can provide 24 hour-a-day,7 day-a-week, on-callsupport on an as needed basis.Time Schedule:The following is the City's tentative schedule for the selection of a qualified contractor:1. Request for Proposal Aprit 30, 20252. Deadline for Questions May 8, 202s, no later than 2:00 p.m.3. Deadline for submitting RFP May 15, 202s, no later than 2:00 p.m.4. Review and Evaluation May 16,20255. Optional lnterview if Required To Be Determined6. Tentative Award and Start Date May 28,2025NOTICE lS HEREBY GIVEN THAT THE CITY OF LAKE ELSINORE, hereinafter referred to as"the City" or "City," will receive through the bid management system PlanetBids prior to thedeadline established above qualification proposals for the on-call contractor services an+Auileflqginspe€t€reendee+by licensed contractors.Deadline for submitting RFP: May 15, 2025, at 2:00 PM via e-Procurement systemPlanetBidsSubmittal of response by fax is not acceptable. All questions technical, commercial, or contractualin nature shall be submitted via PlanetBids. Contact with City of Lake Elsinore personnel other thanthrough the question-and-answer process in PlanetBids is not authorized and may be grounds forelimination from the selection process.It is the sole responsibility of the contractor to ensure that the qualification submittal is received inthe proper time through PlanetBids by the date and time hereinabove set forth. The electronic bidmanagement system will not accept late submittals. All contractors shall comply with Federal, Stateand local laws applicable thereto.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 All questions shall be directed to the Q&A section on the e-Procurement SystemPlanetBids. No phone calls. All questions regarding this RFP must be put in writing andsubmitted through the e-Procurement system PlanetBids by May 8,2025, no later than 2:00p.m. Submittal of questions by fax or email is not acceptable.Sincerely,Jason SimpsonAssistant City ManagerDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 lntroductionThe purpose of this RFP is to solicit proposals responses from qualified general contractors formiscellaneous minor construction and repair services for the City on an as needed and on a24 hour-a-day, 7 day-a-week, and on-call basis. The City intends to award a contract to qualified contractorsthat have a history of successfully performing miscellaneous minor construction and repair services.BackgroundThe City of Lake Elsinore encompasses 42 square miles, with a diverse population of 56,718residents, and is located about 85 miles north of San Diego. The City was incorporated in 1888 as aGeneral Law City and is governed under the City Council/City Manager form of government. TheCity contracts out fire and police services and has approximately 85 full time benefited employees in6 departments (City Manager, Assistant City Manager, Community Development, Public Works, andLake, Parks and Recreation).Qualification Content & FormatThe prospective contractor(s) shall provide the City with the following information:1. Cover letter - Signed letter by an individual authorized to negotiate on behalf of the contractorand must be binding for a term of 120 days from the date of submittal to the City.2. A description of the contractor's area of expertise, organizational structure, location ofprincipal offices, number of personnel available to perform the work, employee qualifications,cost proposal based on scope of services as set forth in Attachment "A" and other pertinentbusiness information.3. Related project experience and client references.4. The names of any sub-contractors to be utilized, along with their relevant experience andwork resumes, contractor licensing, and insurances.5. Fee information as outlined in Attachment "A" Cost Proposal Sheet - General MinorConstruction and Maintenance Services.6. City's Contractor Services Agreement - ldentify any sections of the City's standard Contractorservice agreement contract (Attachment 'B') that pose concerns and would requirenegotiation/modification in order to be acceptable to contractor. lf no concerns are identified,contractor will be deemed to have accepted the form of the agreement.lnstructions, Conditions, & Legal Requirements1. Price. Provide pricing on all requirements as outlined in Attachment "A". lf there arediscrepancies between services, labor, materials and maintenance costs, the City reserves theright to clarify pricing with the affected contractor. The City of Lake Elsinore has outlined therequirements herein in as much detail as is currently known. Please provide any exceptions,Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 additional information, or suggestions that will aid in the City's selection process (attachmentsare acceptable).2. Buildino Code. All services provided by the Contractor shall be performed in strict accordancewith the City of Lake Elsinore Building Code.3. Nesotiate Terms. The City reserves the right to negotiate terms and specifications/scope of workwith the highest ranked contractor. lf an agreement cannot be negotiated, the City reserves theright to negotiate with any other contractor.4. Assiqnment and Subcontractins. The parties recognize that a substantial inducement to City forentering into this Agreement is the reputation, experience and competence of Contractor. Contractorshall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of anyor all rights, duties or obligations of the Contractor: under this Agreement will be permitted only withthe express consent of the City. Contractor shall not subcontract any portion of the work to beperformed under this Agreement without the written authorization of the City. lf City consents to suchsubcontract, Contractor shall be fully responsible to City for all acts or omissions of thosesubcontractors. Nothing in this Agreement shall create any contractual relationship between Cityand any subcontractor nor shall it create any obligation on the part of the City to pay or to see to thepayment of any monies due to any such subcontractor other than as otherwise is required by law.All subcontractors to the prime contractor must be preapproved by the City.5. OSHA and CaIOSHA Standards & Requirements. Selected contractor is required to complywith all existing State and Federal labor laws. Selected contractor is also responsible forcomplying with all OSHA and Cal OSHA standards and requirements. lf contractor out-sourcesany work or job to a subcontractor, it will be the prime contractor's responsibility to ensure allsubcontractors meet the requirements as stated in this RFP.6. Final Contract. Services will be sought by the most competitively priced and qualified proposal.Although price is of prime consideration, it is not the sole determining factor. The City reseryesthe right to select the appropriate contractor based on qualifications and proposals. Thedetermination of the most qualified and most competitively priced proposal may involve all orsome of the following factors: price, thoroughness of the proposal package, previous experienceand performance; out-sourced work; other costs; and other objective factors which arereasonable . The City reserves the right to select a contractor to perform all of the work identifiedin the RFP, or only selected portions based on price and/or other factors. The City prefers acontractor that can provide services in most of the multiple disciplinary general contractor areasidentified in the scope of work.7. Collusion. Any evidence or collusion among contractors acting illegally to restrain freedom ofcompetition by agreement to propose fixed price, or otherwise, will render the proposal of suchcontractors void.8. Permits & Licensino. The permits and licensing required is as follows:The Proposer shall obtain all required permits and licenses, including a City Business License,from the CITY necessary to conduct contracting work in the City of Lake Elsinore. Associatedfees are the responsibility of the Proposer.The individual or firm must be licensed by the Contractors State License Board (CSLB) to performgeneral contractor services. Contractor must possess and maintain a valid State of CaliforniaGeneral Building Contractor License (B) during the term of the Contract. Contractor shall alsoDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 provide any other applicable licenses (e.9., C-10, C-20, C-36) and certifications. A copy of theContractor's license is to be submitted to City with the proposal.9. 2417 Contact lnformation. The contractor shall provide a local telephone number where servicepersonnel can be reached on an "on call" basis twenty-four (24) hours a day, seven (7) days perweek. This telephone number will be made available to all authorized personnel designated bythe City.10. Client References. The contractor shall submit a list of at least four (4) client references thathave purchased similar services from the contractor. Contractor shall provide company name,contact name and phone number for each reference.11. Contract Term & Extensions. The term of the contract shall commence upon award of thecontract and continue through June 30, 2018. The City reserves the option to extend thecontract(s) for an additionalthree (3) years. No price adjustments will occur during the flrst thirty-six (36) months of this agreement. Upon request of the contractor and agreement by the City,the item prices may be adjusted by the amount equal to the increase or decrease, during theprevious twelve (12) months, in the Riverside, San Bernardino ALL Urban Consumers lndex todetermine the percentage of increase or decrease, the term "previous twelve months" shall meanthe twelve (12) month period ending June 30th of that year, or if not available, the prior month.12.Contractors Gosts. The City will not reimburse contractors for any costs involved in thepreparation and submission of proposals. Furthermore, this RFP does not obligate the City toaccept or contract for any expressed or implied services.13. Public Record. All submitted proposals and information included therein or attached thereto shallbecome public record upon contract award.Scopr of REoUTRED Srnvrcrs'This RFP includes several trade areas which are commonly utilized by Cities. These identifiedmaintenance service areas are not intended to be all inclusive but rather a general listing of the mostcommon maintenance areas requiring routine and frequent maintenance and repair. Also, it shall benoted that certain maintenance may require scheduled preventive maintenance work. The belowmaintenance areas are representative of the work solicited in this RFP:Minor GonstructionPlumbingGoncrete and MasonryPaintinglrrigation RepairDry WallGarpentryElectricalHVACRoofingRepairFinish Wood WorkingServices included in the aforementioned list depending on the nature of the work, may or may notrequire payment of the prevailing wage rate and, therefore, should be proposed based onDepartment of lndustrial Relations (DlR) requirements. Attachment A contains the cost proposalsheet and shall be completed for the services each contractor can provide.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Contractors may be awarded various projects and tasks as may arise through the issuance oftasUwork order, and minor construction proposals based on the location and nature of the servicesrequired and the qualifications and resources of the Contractor and often in competition with othercontractors who have also entered into a similar agreement with the City. The Contractor agrees toprovide all necessary expertise and services to professionally and diligently perform the workauthorized by task/work orders and or minor construction agreements to be issued by the City.Assigned work shall be agreed upon in quantity and price and approved by the City before work cancommence. lt is anticipated that this contract will result in multiple awards to more than oneContractor. Actual contractor usage will vary and be based upon ability and need. The City will awardcontracts based upon the best interest of the City.PnoposAl SuaNr trrAl EvnluRTtoNCriteria to be used to evaluate the submittals will include, but not be limited to:Degree to which each proposal submittal responds to the needs of the City and this request(approach responsiveness, preciseness, thoroughness, etc.)Evidence of the ability to provide services in a prompt, thorough and professional manneraoaaExperience, reputation, and backgrounds of those who will be providing services forthe CityHourly rate(s) for each work category your company can satisfy within the scope of servicesAttachment A.ATTncHMENTSAttachment A: Cost Proposal Sheet - General Maintenance ServicesAttachment B: City of Lake Elsinore Agreement for Contract ServicesDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Attachment "A"Cost Proposal Sheet - General Maintenance ServicesPlease provide the fee quotes as follows (lnclude a schedule of rates by classification hourly rates):ln the column labeled "Bidder Notes" mark each maintenance area beginning with 1 to 1 1 (1=mostpreferred area,11= least preferred area). Please attach additional pages if necessary.GENERAL MAINTENANCE SERVICES WAGE RATESBidder Notes(Attached if Needed)lnigationRepairRoofingDryWallSheet MetalPaintingl{ot/zHP.$325.00s2s0.00$17s.00ll10.00HVACConcrete andMasonryElectricalPlumbingFinish WoodWorkingCarpentryPrevailingWage RateNon-PrevailingWage RatePrevailingWage RatePrevailingWage RateNon-SubcontractorServicesYes/ NoUnit ofMeasure(Hourly,T"HourEtc...)*"Emergency and AfterHours Rate"Normal Business HoursRateConstruction&MaintenanceAreaMaterial Markup: 30% (percentXPRE-PAID ITEMS WHOLESALE)*Normal Business Hours: 7:30 a.m. to 5:30 p.m. (Monday - Friday)**Emergency and After Hours Service. 5:30 p.m. to 7:30 a.m. (Weekends and Holidays)Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 Attachment "B"AGREEMENT FOR CONTRACTOR SERVICESAMBER AIR CONDITIONING, INC.ON.CALL SERVICESThis Agreement for Contractor Services (On-Call) (the "Agreement") is made and entered into as of May1, 2025 by and between the City of Lake Elsinore, a municipal corporation (the "City") and Amber AirConditioning, lnc., a Corponation (the "Contractor").RECITALSA. The City has determined that it requires the following services:Maintenance/minor construction and repair trade areas commonly utilized by the city:HVAC and electrical related work.B. The City has prepared a request for a proposals and Contractor has submitted to Citya proposal, dated tMay 1 ,2025, both of which are attached hereto as Exhibit A (collectively, the"Contractor's Proposal") and incorporated herein, to provide services and related work to the Citypursuant to the terms of this Agreement.C. Contractor possesses the skill, experience, ability, background, certification andknowledge to perform the services and related work described in this Agreement on the terms andconditions Agreement.AGREEMENT1. Scooe of Services. Contractor shall perform the services and related work describedin Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at thetime, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the directionof the City through its staff that it may provide from time to time. Contractor acknowledges that theScope of Services provides for 24 hour-a-day,7 day-a-week, on-call and minor construction supporton an as needed basis.2. Time of Performance.a. Time of Essence. Time is of the essence in the performance of thisAgreement. The time for completion of the services and related work to be performed by Contractoris an essential condition of this Agreement. Contractor shall prosecute regularly and diligently theservices and related work contemplated pursuant to this Agreement consistent with Contractor'sProposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools,expendable equipment, and alltaxes, utility and transportation services required to perform such theservices and related work.b. Performance Schedule. Contractor shall commence the services and relatedwork pursuant to this Agreement upon receipt of a written notice to proceed and shall perform allservices and related work within the time period(s) established in the Contractor's Proposal (ExhibitDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 A). When requested by Contractor, extensions to the time period(s) specified may be approved inwriting by the City Manager.c. Term and Comoliance with TaskA//ork Order System. Unless earlierterminated as provided elsewhere in this Agreement, this Agreement shall continue in full force andeffect for a period commencing on Click or tap to enter a date. and ending Click or tap to enter adate.. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basisnot to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof toContractor not less than thirty (30) days before the end of the contract term, such notice to beexercised by the City Manager.Contractor hereby agrees and acknowledges that any and all work or servicesperformed pursuant to this Agreement shall be based upon the issuance of a TaskA//ork Order bythe City. Contractor acknowledges that it is not guaranteed any minimum or specific amount of workor services as allwork or services shall be authorized through a Task/Work Order issued by the City.3. Comoensation. Compensation to be paid to Contractor shall be in accordance withthe fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporatedherein by reference. ln no event shall Contractor's annual compensation exceed Click or tap here toenter text. (Click or tap here to enter text.) without additional written authorization from the City.Notwithstanding any provision of Contractor's Proposal to the contrary, out of pocket expenses setforth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Paymentby City under this Agreement shall not be deemed a waiver of defects, even if such defects wereknown to the City at the time of payment.4. Method of Pavment. Contractor shall promptly submit billings to the City describingthe services and related work performed during the preceding month to the extent that such servicesand related work were performed. Contractor's bills shall be segregated by project task, if applicable,such that the City receives a separate accounting for work done on each individual task for whichContractor provides services. Contractor's bills shall include a brief description of the servicesperformed, the date the services were performed, the number of hours spent and by whom, and adescription of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45)days after receipt of the monthly invoice by City staff.5. Backoround Checks. At any time during the term of this Agreement, the City reserves therightto makean independent investigation intothe background of Contractor's personnelwho perform workrequired by this Agreement, including but not limited to their references, character, address history, pastemployment, education, social security number validation, and criminal or police records, for the purposeof confirming that such personnel are lawfully employed, qualified to provide the subject service or posea risk to the safety of persons or property in and around the vicinity of where the services will be renderedor City Hall. lf the City makes a reasonable determination that any of Contractor's prospective or thencurrent personnel is deemed objectionable, then the City may notifo Contractor of the same. Contractorshall not use that personnel to perform work required by this Agreement, and if necessary, shall replacehim or her with a suitable worker.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 6. Susoension or Termination.a. The City may at any time, for any reason, with or without cause, suspend orterminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10)days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all workunder this Agreement, unless the notice provides otherwise. lf the City suspends or terminates aportion of this Agreement, such suspension or termination shall not make void or invalidate theremainder of this Agreement.b. ln the event this Agreement is terminated pursuant to this Section, the Cityshall pay to Contractor the actual value of the work performed up to the time of termination, providedthat the work performed is of value to the City. Upon termination of the Agreement pursuant to thisSection, the Contractor will submit an invoice to the City, pursuant to Section entitled "Method ofPayment" herein.7. Plans. Reoorts. Documentsa. Ownershio of Documents. All plans, studies, documents and other writingsprepared by and for Contractor, its officers, employees and agents and subcontractors in the courseof implementing this Agreement, except working notepad internal documents, shall become the propertyof the City upon payment to Contractor for such work, and the City shall have the sole right to usesuch materials in its discretion without further compensation to Contractor or to any other party.Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and otherwritings to City upon written request. City shall have sole determination of the public's rights todocuments under the Public Records Act, and any third-party requests of Contractor shall beimmediately referred to City, without any other actions by Contractor.b. Licensino of lntellectual Prooertv. This Agreement creates a nonexclusiveand perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,designs, and other intellectual property embodied in plans, specifications, studies, drawings,estimates, and other documents or works of authorship fixed in any tangible medium of expression,including but not limited to, physical drawings or data magnetically or otherwise recorded oncomputer diskettes, which are prepared or caused to be prepared by Contractor under thisAgreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writingthat City is granted a nonexclusive and perpetual license for any Documents & Data thesubcontractor prepares under this Agreement. Contractor represents and warrants that Contractorhas the legal right to license any and all Documents & Data. Contractor makes no suchrepresentation and warranty in regard to Documents & Data, which were prepared by designprofessionals otherthan Contractor or provided, to Contractor by the City. City shall not be limited in anyway in its use of the Documents & Data at any time, provided that any such use not within thepurposes intended by this Agreement shall be at Gity's sole risk.c. Confidentialitv. All ideas, memoranda, specifications, plans, procedures,drawings, descriptions, computer program data, input record data, written information, and otherDocuments & Data either created by or provided to Contractor in connection with the performance ofthis Agreement shall be held confidential by Contractor. Contractor shall not, without the prior writtenconsent of City, use such materials for any purposes other than the performance of the servicesunder this Agreement. Nor shall such materials be disclosed to any person or entity not connectedwith the performance of the services under this Agreement. Nothing furnished to Contractor, whichis otherwise known to Contractor or is generally known, or has become known, to the related industryshall be deemed confidential. Contractor shall not use City's name or insignia, photographs relatingto project forwhich Contractor's services are rendered, or any publicity pertaining to the Contractor'sDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 services under this Agreement in any magazine, trade paper, newspaper, television or radioproduction or other similar medium without the prior written consent of City.8. Contractor's Books and Records.a. Contractor shall maintain any and all ledgers, books of account, invoices,vouchers, canceled checks, and other records or documents evidencing or relating to charges forservices, or expenditures and disbursements charged to City for a minimum period of three (3) years, orfor any longer period required by law, from the date of final payment to Contractor to this Agreement.b. Contractor shall maintain all documents and records which demonstrateperformance under this Agreement for a minimum period of three (3) years, or for any longer periodrequired by law, from the date of termination or completion of this Agreement.c. Any records or documents required to be maintained pursuant to thisAgreement shall be made available for inspection or audit, at any time during regular business hours,upon written request by the City Manager, City Attorney, City Auditor or a designated representativeof these officers. Copies of such documents shall be provided to the City for inspection at City Hallwhen it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the recordsshall be available at Contractor's address indicated for receipt of notices in this Agreement.d. \fy'here City has reason to believe that such records or documents may belost or discarded due to dissolution, disbandment or termination of Contractor's business, City may,by written request by any of the above-named officers, require that custody of the records be givento the City and that the records and documents be maintained in City Hall. Access to such recordsand documents shall be granted to any party authorized by Contractor, Contractor's representatives,or Contractor's successor-i n-i nterest.9. lndeoendent Contractor.a. Contractor is and shall at alltimes remain as to the City a wholly independentcontractor pursuant to California Labor Code Section 3353. The personnel performing the servicesunder this Agreement on behalf of Contractor shall at all times be under Contractor's exclusivedirection and control. Neither City nor any of its officers, employees, or agents shall have controlover the conduct of Contractor or any of Contractor's officers, employees, or agents, except as setforth in this Agreement. Contractor shall not at any time or in any manner represent that it or any ofits officers, employees, or agents are in any manner officers, employees, or agents of the City.Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoeveragainst City, or bind City in any manner.b. Notwithstanding any other federal, state and local laws, codes, ordinancesand regulations to the contrary, Contractor and any of its employees, agents, and subcontractorsproviding service under this Agreement shall not qualify for or become entitled to, and hereby agreeto waive any claims to, any compensation, benefit, or any incident of employment by City, includingbut not limited to eligibility to enroll in PERS as an employee of City and entitlement to anycontribution to be paid by City for employer contribution and/or employee contributions for PERSbenefits.10. PERS Elioibilitv lndemnification. ln the event that Contractor or any employee, agent,or subcontractor of Contractor providing services under this Agreement claims or is determined bya court of competent jurisdiction or the California Public Employees Retirement System (PERS) tobe eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend,Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 and hold harmless City for the payment of any employee and/or employer contributions for PERSbenefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for thepayment of any penalties and interest on such contributions, which would othenrvise be theresponsibility of City.11. lnterests of Contractor. Contractor (including principals, associates and managementemployees) covenants and represents that it does not now have any investment or interest in realproperty and shall not acquire any interest, direct or indirect, in the area covered by this Agreementor any other source of income, interest in real property or investment which would be affected in anymanner or degree by the performance of Contractor's services hereunder. Contractor furthercovenants and represents that in the performance of its duties hereunder no person having any suchinterest shall perform any services under this Agreement.Contractor is not a designated employee within the meaning of the Political Reform Actbecause Contractor:a. will conduct research and arrive at conclusions with respect to his/herrendition of information, advice, recommendation or counsel independent of the control and directionof the City or of any City official, other than normal agreement monitoring; andb. possesses no authority with respect to any City decision beyond rendition ofinformation, advice, recommendation or counsel. (FPPC Reg. 18700(a) (2).)12. Abilitv of Contractor. Gity has relied upon the training and ability of Contractor toperform the services hereunder as a material inducement to enter into this Agreement. Contractorshall therefore provide properly skilled personnel to perform all services under this Agreement. Allwork performed by Contractor under this Agreement shall be in accordance with applicable legalrequirements and shall meet the standard of quality ordinarily to be expected of competentcontractors in Contractor's field of expertise.13. Comoliance with Laws.a. Contractor shall comply with all local, state and federal laws and regulationsapplicable to the services required hereunder, including any rule, regulation or bylaw governing theconduct or performance of Contractor and/or its employees, officers, or board members.b. Contractor represents that it has obtained and will maintain at all times duringthe term of this Agreement all professional and/or business licenses, certifications and/or permitsnecessary for performing the services described in this Agreement, including a City business license.14. Licenses. Contractor represents and warrants to City that it has the licenses, permits,qualifications, insurance and approvals of whatsoever nature, which are legally required of Contractor topractice its profession. Contractor represents and warrants to City that Contractor shall, at its solecost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses,permits, insurance and approvals which are legally required of Contractor to practice its profession.Contractor shall maintain a City of Lake Elsinore business license.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 15. lndemnitv. Contractor shall indemnify, defend, and hold harmless the City and itsofficials, officers, employees, agents, and volunteers from and against any and all losses, liability,claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury,loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance,to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions ofContractor or its employees, subcontractors, or agents, by acts for which they could be held stricilyliable, or by the quality or character of their work. The foregoing obligation of Contractor shall notapply when (1) the injury, loss of life, damage to property, or violation of law arises from the solenegligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2)the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to theinjury, loss of life, damage to property, or violation of law. lt is understood that the duty of Contractorto indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of theCalifornia Civil Code. Acceptance by City of insurance certificates and endorsements required under thisAgreement does not relieve Contractor from liability under this indemnification and hold harmlessclause. This indemnification and hold harmless clause shall apply to any damages or claims for damageswhether or not such insurance policies shall have been determined to apply. By execution of thisAgreement, Contractor acknowledges and agrees to the provisions of this Section and that it is amaterial element of consideration.16. lnsurance Reouirementsa. lnsurance. Contractor, at Contractor's own cost and expense, shall procureand maintain, for the duration of the contract, unless modified by the City's Risk Manager, the followinginsurance policies.i. Workers' Compensation Coveraqe. Contractor shall maintain Workers'Compensation lnsurance and Employer's Liability lnsurance for his/her employees in accordance withthe laws of the State of California. ln addition, Contractor shall require each subcontractor to similarlymaintain Workers'Compensation lnsurance and Employer's Liability lnsurance in accordance withthe laws of the State of California for all of the subcontractor's employees. Any notice of cancellationor non-renewal of all Workers' Compensation policies must be received by the City at least thirty(30) days prior to such change. The insurer shall agree to waive all rights of subrogation againstCity, its officers, agents, employees and volunteers for losses arising from work performed byContractor for City. ln the event that Contractor is exempt from Worker's Compensation lnsuranceand Employer's Liability lnsurance for his/her employees in accordance with the laws of the State ofCalifornia, Contractor shall submit to the City a Certificate of Exemption from Workers Compensationlnsurance in a form approved by the City Attorney.ii. General Liabilifu Coveraoe. Contractor shall maintain commercialgeneral liability insurance in an amount not less than one million dollars ($1,000,000) per occurrencefor bodily injury, personal injury and property damage. lf a commercial general liability insuranceform or other form with a general aggregate limit is used, either the general aggregate limit shallapply separately to the work to be performed under this Agreement or the general aggregate limitshall be at least twice the required occurrence limit. Required commercial general liability coverageshall be at least as broad as lnsurance Services Office Commercial General Liability occurrenceform CG 0001 (ed. 11l88) or lnsurance Services Office form number GL 0002 (ed. 1/73) coveringcomprehensive General Liability and lnsurance Services Office form number GL 0404 coveringBroad Form Comprehensive General Liability. No endorsement may be attached limiting thecoverage.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 iii. Automobile Liabilitv Coveraoe. Contractor shall maintain automobileliability insurance covering bodily injury and property damage for all activities of the Contractorarising out of or in connection with the work to be performed under this Agreement, includingcoverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be atleast as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12lg}) Code 1("any auto"). No endorsement may be attached limiting the coverage.b. Endorsements. Each general liability and automobile liability insurance policyshall be with insurers possessing a Best's rating of no less than A:Vll and shall be endorsed with thefollowing specific language :i. Notwithstanding any inconsistent statement in any required insurancepolicies or any subsequent endorsements attached thereto, the protection offered by all policies, exceptfor Workers' Compensation, shall bear an endorsement whereby it is provided that, the City and itsofficers, employees, servants, volunteers and agents and independent contractors, including withoutlimitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shallbe entitled to the full benefit of all insurance policies in the same manner and to the same extent as anyother insureds and there shall be no limitation to the benefits conferred upon them other than policy limitsto coverages.ii. This policy shall be considered primary insurance as respects the City,its elected or appointed officers, officials, employees, agents and volunteers. Any insurancemaintained by the City, including any self-insured retention the City may have, shall be consideredexcess insurance only and shall not contribute with it.iii. This insurance shall act for each insured and additional insured asthough a separate policy had been written for each, except with respect to the limits of liability of theinsuring company.iv. The insurer waives all rights of subrogation against the City, its electedor appointed officers, officials, employees or agents.v. Any failure to comply with reporting provisions of the policies shall notaffect coverage provided to the City, its elected or appointed officers, officials, employees, agents orvolunteers.vi. The insurance provided by this Policy shall not be suspended, voided,canceled, or reduced in coverage or in limits except after thirty (30) days written notice has beenreceived by the City.c. Deductibles and Self-lnsured Retentions. Any deductibles or self-insuredretentions must be declared to and approved by the City. At the City's option, Contractor shalldemonstrate financial capability for payment of such deductibles or self-insured retentions.d. Certificates of lnsurance. Contractor shall provide certificates of insurancewith original endorsements to City as evidence of the insurance coverage required herein. Certificatesof such insurance shall be filed with the City on or before commencement of performance of thisAgreement. Current certification of insurance shall be kept on file with the City at all times during theterm of this Agreement.Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 '17. Notices,. Any notice required to be given under this Agreement shall be in writing andeither served personally or sent prepaid, first class mail. Any such notice shall be addressed to tneother party at the address set forth below. Notice shall be deemed communicated within 48 hoursfrom the time of mailing if mailed as provided in this section.lf to CityCity of Lake ElsinoreAttn: City Manager130 South Main StreetLake Elsinore, CA 92530With a copy to:City of Lake ElsinoreAttn: City Clerk130 South Main StreetLake Elsinore, CA 92530lf to Contractor:Amber Air Conditioning. Inc.Attn: Phil lVlinnis/Ecward Lamberi29885 Second Streei, STE A & BLake Eisinore. CA 9253218. Assionment and Subcontractino. The parties recognize that a substantial inducementto City for entering into this Agreement is the reputation, experience and competence of Contractor.Contractor shall be fully responsible to City for all acts or omissions of any subcontractors.Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will bepermitted only with the express consent of the City. Contractor shall not subcontra-t any portion ofthe work to be performed under this Agreement without the written authorization of the bity. lt Cityconsents to such subcontract, Contractor shall be fully responsible to City for all acts or omissionsof those subcontractors. Nothing in this Agreement shall create any contractual relationship between Cityand any subcontractor nor shall it create any obligation on the part of the City to pay or to see to thepayment of any monies due to any such subcontractor other than as otherwise is required by law.19. Waiver. Waiver of a breach or default under this Agreement shall not constitute acontinuing waiver of a subsequent breach of the same or any other provision under this Agreement.20. Litioation Exoenses and Attornevs' Fees. lf either party to this Agreementcommences any legal action against the other party arising out of this Agreement, the prevailingparty shall be entitled to recover its reasonable litigation expenses, including court costs, expertwitness fees, discovery expenses, and attorneys' fees.21. Mediation. The parties agree to make a good faith attempt to resolve any disputesarising out of this Agreement through mediation prior to commencing litigation. The parties shallmutually agree upon the mediator and share the costs of mediation equally. lf the parties are unable toagree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMSshall provide the parties with the names of five qualified mediators. Each party shall have the optionto strike two of the five mediators selected by JAMS and thereafter the mediator remaining shallhear the dispute. lf the dispute remains unresolved after mediation, either party may commencelitigation.22. Prohibited lnterests. Contractor maintains and warrants that it has not employed norretained any company or person, other than a bona fide employee working solely for Contractor, tosolicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreedDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 !o p"y any company or person, other than a bona fide employee working solely for Contractor, anyfee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resultingfrom the award or making of this Agreement. For breach or violation of this wairanty, City shall hav6the right to rescind this Agreement without liability. For the term of this Agreement, no member,officer or employee of City, during the term of his or her service with City, shall have any directinterest in this Agreement, or obtain any present or anticipated material benefit arising theiefrom.23. Eoual Opoortunitv Emolovment. Contractor represents that it is an equal opportunityemployer and it shall not discriminate against any subcontractor, employee or applicant foiemployment because of race, religion, color, national origin, handicap, ancestry, sex or age. Suchnon-discrimination shall include, but not be limited to, all activities related to initial emfloyment,upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.24. Prevailinq Wages. Contractor is aware of the requirements of California Labor CodeSection 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Tiile 8, Section16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates andthe performance of other requirements on "public works" and "maintenance" projects-. Contractoragrees to fully comply with all applicable federal and state labor laws (including, without limitation,if applicable, the Prevailing Wage Laws). lt is agreed by the parties that, in connection with the workor services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend,indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free andharmless from any claim or liability arising out of any failure or alleged failure to comply with thePrevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.25. Severabilitv. lf any term or portion of this Agreement is held to be invalid, illegal, orotherwise unenforceable by a court of competent jurisdiction, the remaining provisions of tnlsAgreement shall continue in full force and effect.26. Controllino Law Venue. This Agreement and all matters relating to it shall be governed bythe laws of the State of California and any action brought relating to this Agreement shall be heldexclusively in a state court in the County of Riverside.27. Authoritv to Enter Aoreement. Contractor has all requisite power and authority toconduct its business and to execute, deliver, and perform the Agreement. Each party warrants thatthe individuals who have signed this Agreement have the legal power, right, and authority to makethis Agreement and to bind each respective party. The City Manager is authorized to enter into anamendment or otherwise take action on behalf of the City to make the following modifications to theAgreement: (a) a name change; (b) grant extensions of time; (c) non-monetary changes in the scopeof services; and/or (d) suspend or terminate the Agreement.28. Counteroarts. This Agreement may be executed in several counterparts, each ofwhich shall constitute one and the same instrument and shall become binding upon the parties when atleast one copy hereof shall have been signed by both parties hereto. ln approving this Agreement,it shall not be necessary to produce or account for more than one such counterpart.29. Entire Aoreement: lncorooration: Conflict. This Agreement contains the entireunderstanding between the parties relating to the obligations described herein. All prior orcontemporaneous understandings, agreements, representations and statements, oral or written, aresuperseded in total by this Agreement and shall be of no further force or effect. Contractor's Proposalis incorporated only for the description of the scope of services and/or the schedule of performance andno other terms and conditions from such proposal shall apply to this Agreement unless specificallyagreed to in writing. ln the event of conflict, this Agreement shall take precedence overthose containedDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 in the Contracto/s Proposal.30. Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Contractor and City and approved as to form by the City Attorney.lN WTNESS WHEREOF, the parties have caused this Agreement to be executed on the datefirst written above."clTY"CITY OF LAKE ELSINORE, a municipalcorporationGrant Yates, City ManagerATTESTCity ClerkAPPROVED AS TO FORMCityAttorneyRisk ManagerAttachments: Exhibit A - Contracto/s Proposal.CONTRACTOR"Amber Air Conditioning,lnc., a CalifomiaCorporation.fu4^By:Its:Edward LambertPresidentDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 L a6ed Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 EXHIBIT ACONTRACTOR'S PROPOSALIATTACHEDIDocusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48 HEATING.AIR CONDITIONING SPECIALISTS*k almber-+* AtR @@NDtr[@NtNG, !N@,State License 319072. 621742. 29885 Second St., Units A & B, Lake Elsinore, CA92532. (951) 674-6974. Fax (951) 674-7287TimeService Call RatesResidentialCommercial0.51.01.52.02.53.03.54.04.55.05.56.06.57.07.58.08.59.09.510.089.50r54.502r9.50284.50349.50414.50479.50544.50609.50674.s0739.50804.s0869.s0934.50999.s01,064.501,r29.501,194.501,259.501,324.50110.00185.00260.00335.00410.0048s.00s60.0063s.00710.0078s.00860.00935.001,010.001,085.001,160.007,235.001,310.001,385.001,460.001,535.00NOTE: $65.00 for each additional Y,hour ResidentialNOTE: $75.00 for each additional Y,how Commercial*Holiday/Weekend Rates: S275.00 for first Yzhoar & $150.00 for each additional Yzhour*R-22 Refrigerant $1 55.00/lb R-410A Refrigerant $55.50/lb407 C Refrigerant $55.50nbEffective 05/01/2025Docusign Envelope ID: 69AB343E-B673-4E8E-A751-6E9A26EA7F48