Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 AGREEMENT WITH API NATIONAL SERVICE GROUP, INC.
FOR INSPECTION, TESTING, AND MAINTENANCE SERVICES
FOR CITYWIDE FIRE, LIFE, AND SAFETY SYSTEMS
This Agreement, made and entered into this day of , by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and APi National Service Group, Inc., a Corporation ("CONTRACTOR"), whose address is 4740 Northgate Blvd., Suite #150, Sacramento, CA 95834.
RECITALS:
A. CITY desires certain fire, life and safety systems inspection, testing, and maintenance services hereinafter described.
B. CITY desires to engage CONTRACTOR to provide these fire, life, and safety systems inspection, testing and maintenance services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached and incorporated by reference.
SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.
CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.
CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.
CONTRACTOR and his subcontractors shall comply with State’s Prevailing Wage Laws.
CONTRACTOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.
CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal, or engage in the performance of any contract for public work unless currently registered and qualified to Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 perform public work pursuant to Section 1725.5 of the Labor Code. For the work performed for the City, the CONTRACTOR and his subcontractors shall pay the workers at the prevailing wage rate as determined by the California Department of Industrial Relations, for this locality. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.
CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR's work.
SECTION 4 - TERM
The services to be performed under this Agreement shall commence on July 1, 2025 and be completed on June 30, 2030.
SECTION 5 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR in an amount not to exceed $591,357, a fee pursuant to rates stated in Exhibit B, attached and incorporated by reference.
SECTION 6 – TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.
SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by CONTRACTOR in the performance of this Agreement are and shall be the property of CITY, whether the project for which they are made is executed or not.
SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.
Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 SECTION 9 - INTEREST OF CONTRACTOR
CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.
SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.
SECTION 11 - INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONTRACTOR’s performance of this Agreement, except for those claims arising out of CITY’s sole negligence or willful misconduct. CONTRACTOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONTRACTOR’S duty to indemnify shall survive expiration or early termination of this Agreement.
SECTION 12 - INSURANCE
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit C to this Agreement.
SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY.
SECTION 14 - RELIANCE UPON SKILL OF CONTRACTOR
It is mutually understood and agreed by and between the parties hereto that CONTRACTOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of CONTRACTOR to do and perform the work in the most skillful manner, and CONTRACTOR agrees to thus perform the work. The acceptance of CONTRACTOR's work by CITY does not operate as a release of CONTRACTOR from said obligation.
Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.
SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.
Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY's request if litigation is brought against CITY in connection with CONTRACTOR's services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR's wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR's standard hourly rates at the time of actual testimony.
SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: Derek Bahamondes, Bldg. Maint. Sup.
City of San Mateo
1961 Pacific Boulevard
San Mateo, CA 94403
To CONTRACTOR: APi National Service Group, Inc.
Attn: Sam Sawtelle
5931 Rice Creek Prkwy
Shoreview, MN 55126
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.
This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.
SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 IN WITNESS WHEREOF, CITY OF SAN MATEO and APi National Service Group, Inc. have executed this Agreement the day and year first above written.
CITY OF SAN MATEO CONTRACTOR
Matt Fabry, PE
Public Works Director
Date Lauren Thompson
President
If a Corporation, can be either
1) President or 2) Vice
President plus an additional
corporate officer (i.e.,
Secretary, Treasurer) who shall
sign below.
Date
APPROVED AS TO FORM ADDITIONAL CORPORATE
OFFICER
(if necessary per the above)
Linh P. Nguyen
Assistant City Attorney
Date
Attachments:
Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
Contract for Services with SB854
Rev. 9/22
1 2
9 2
3 Contract for Services with SB854
Rev. 9/22
EXHIBIT A
SCOPE OF SERVICES
FIRE SPRINKLER INSPECTIONS
Quarterly Inspection Three (3) per Year
Provide quarterly visual inspections of all common areas involving fire protection to include the following:
Check for obstructions to sprinkler spray pattern, and proper coverage for hazard ratings of each room and/or area as well as missing escutcheons.
Check for clearance and/or obstructions to existing piping. Check to see if main control valves are open and the drain valves are operational. Check for proper signage on all fire sprinkler components. Provide fire sprinkler inspections in all rooms and/or open areas. Check the discharge orifice to make sure it is the proper size in the spare head cabinet. Visually inspect all gauges.
Visually inspect hydraulic name plate, if applicable.
Visually inspect pipe and fittings at riser.
Check Fire Department Connections.
Visual exterior inspections of all applicable Alarm Valves. Visually inspect Private Fire Service Main, if applicable. Provide a report of all actions and list all deficiencies, if any. If deficiencies are found an evaluation and approximate cost will be provided. No deficiencies will be repaired without written authorization to proceed. *All work is to be performed according to NFPA 25, 2016 Edition as amended by California Code of Regulations, Title 19.
Annual Inspection (One (1) per Year)
Provide the following inspection of building premises and hazard contents to achieve an Annual Inspection:
Perform all quarterly inclusions.
Flow main drains to conduct statis and residual flow tests. Test all alarm devices to ensure proper timing & signals. Test all control valves for proper position & operation. Test supervisory alarms.
Open and close all control valves to ensure they are working properly. Check all hangers, seismic bracing, pipe and fitting from floor level. Perform maintenance on all fire hose valves and connections. Inspect and test Private Fire Service Main, if applicable. Pre-action valves: Check priming water supplies, check low air pressure alarm, and perform full Contract for Services with SB854
Rev. 9/22
flow trip test. (If applicable – will require additional charges) Check dry pipe valves priming water, low air pressure alarm, quick opening devices, and full flow trip test. (If applicable – will require additional charges) Manually inspect Back Flow Preventer for forward flow only. (Certification of backflow is not part of this scope/quote.)
Perform testing & flowing of fire hydrants. (If applicable – additional cost of $100.00 per hydrant will apply.)
Provide a report of all actions and list any deficiencies, if any. If deficiencies are found an evaluation and approximate cost will be provided. No deficiencies will be repaired without written authorization to proceed. 5 Year Inspection (One time every 5 Years)
Perform 5-year inspection for the entire building(s), consisting of all risers, all control valves, all rack systems and all fire department connections that are located premises.
Walk through entire building(s) to ensure system(s) are up to current codes for hazard classification of each room and/or area.
Perform all quarterly and annual inclusions.
Visually inspect all fire sprinklers.
Check hangers in accessible concealed spaces.
Check seismic bracing in accessible concealed spaces.
Check pipe & fittings in accessible concealed spaces.
Check fire sprinklers in accessible concealed spaces.
Perform interior inspections of applicable alarm valves and check valves. Check alarm valve strainers, filters and orifices.
Back flush and inspect common Fire Department Connection(s) and associated check valve(s). Perform testing & flowing of fire hydrants. (If applicable – additional cost of $100.00 per hydrant will apply.)
Inspect and perform maintenance on all fire hose valves, cabinets and/or racks as required. Perform flow test as required on applicable fire hose valves. Visually inspect all accessible piping and seismic bracing. Provide report of all actions and list any deficiencies that are found. If deficiencies are found, an evaluation and approximate costs will be provided. No deficiencies will be repaired without written authorization to proceed. *5-year certification cannot be achieved until deficiencies have been corrected.
FIRE ALARM INSPECTIONS
1. Visual Inspection:
a. Check for any signs of damage, tampering, or obstruction of detectors, call points, and other system components.
Contract for Services with SB854
Rev. 9/22
b. Ensure batteries are properly installed and not leaking. c. Verify that the control panel displays no trouble signals.
2. Device Testing:
a. Smoke Detectors:
Use a test button (if available) to activate the alarm. If the sound is weak or the alarm doesn’t sound, replace the batteries and test again. If the issue persists, the detector may need replacement.
b. Heat Detectors:
Test by placing a heat source near the detector, ensuring the alarm activates. c. Manual Call Points (Pull Stations):
Activate the call point by pulling the handle. The alarm should sound throughout the building.
Verify the activation is displayed on the control panel. d. Waterflow Switches:
Test by simulating a fire and activating the sprinkler system, ensuring the alarm activates and the control panel displays the correct location.
e. Audible and Visual Devices:
Ensure that alarm sounders and strobes function correctly and are audible and visible throughout the building.
3. System Tests:
Control Panel Functionality:
-Verify that the control panel is displaying the correct information, including the location of activated devices.
Battery Discharge Test:
-For lead-acid batteries, perform a 30-minute discharge test and load a voltage test.
Alarm Receiving Center (ARC) Communication:
-If connected to an ARC, call the ARC and put the system on “test” mode during the test. Confirm that the ARC receives the signal.
Contract for Services with SB854
Rev. 9/22
Load test of Standby Batteries:
-Verify that the batteries can power the system for the required duration.
Duct Detector Testing:
-Test duct detectors by simulating smoke in the ductwork, ensuring the alarm activates.
Carbon Monoxide Detectors:
-Test for their sensitivity to carbon monoxide and ensure they function correctly when exposed to the gas.
Clean Agent Suppression System Test:
-Test the system by simulating a fire and ensuring the agent is released correctly.
4. Documentation:
oRecord the date, time, location of each test, and the results of the tests. oDocument any issues or repairs made.
oMaintain records of all testing and inspections as part of the facility’s maintenance program.
5. Frequency of Testing:
oNFPA 72: outlines the minimum testing schedule: weekly visual inspections, monthly functional tests, and annual professional inspections.
oSpecific requirements may vary depending on the type of system and local regulations.
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
EXHIBIT B
PAYMENT RATES
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
EXHIBIT C
INSURANCE REQUIREMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self- insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.
Waiver of Subrogation
Contract for Services with SB854
Rev. 9/22
Contract for Services with SB854
Rev. 9/22
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.