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HomeMy Public PortalAboutAgreement_2010-07-01_Bell Building MaintenanceAGREEMENT FOR MAINTENANCE SERVICES Between THE CITY OF TEMPLE CITY, a municipal corporation and Bell Building Maintenance Company July 1, 2010 AGREEMENT FOR MAINTENANCE SERVICES This Agreement for Maintenance Services ("Agreement") is entered into as of the date referenced on the cover page ("Effective Date") between the CITY OF TEMPLE CITY, a charter law city and municipal corporation ("City") and the CONTRACTOR designated on the cover ("Contractor") (collectively the "Parties"). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those maintenance services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" ["Services"]. Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. Contractor agrees to perform the Services in accordance with all applicable local, state and federal laws, rules and regulations and in accordance with applicable standards, specifications, and general conditions adopted by City. Contractor agrees that all work must be of good and workmanlike quality and shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 1.2 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in the Scope of Services ("Extra Work") except as expressly provided for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of such work. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. I.3 Schedule of Performance & Term. Contractor agrees to diligently perform and complete the Services in accordance with the Schedule of Performance attached hereto and incorporated herein by reference as Exhibit "B" ["Schedule of Performance"]. Modifications of the Schedule of Performance must be agreed upon in writing in advance by the authorized representative of the parties. The term of this Agreement shall be for one (1) year from and after the effective date, unless expressly provided to the contrary in the Scope of Services, and subject to early termination as provided for in Section I I [Termination] of this Agreement. The term may be extended by the mutually agreement of the parties memorialized in writing. City authorizes its City Manager, or his/her designee, to agree to reasonable modifications of the Schedule of Performance and to extensions of the Term, provided such modifications and extension do not require additional compensation exceeding the City Manager's authority under City's purchasing ordinance. 1.4 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. 1.5 Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later, Contractor shall within ten (10) Days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at his sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective work services or which becomes damaged in the course of repairing or replacing defective work or services. For any work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non -conforming, or damaged work or services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.6 Contractor's Representative. Contractor hereby designates the representative named in Exhibit "D" ["Representatives"], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. SECTION 2. COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. City shall pay to Contractor for non -disputed Services rendered, the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. Total compensation shall not exceed the total price or "not to exceed" amount set forth in Exhibit "C" without the prior written approval of City. City authorizes its City Manager, or his/her designee, to approve additional compensation for Extra Work as may be approved under Section 1 above, provided such additional compensation, in the aggregate, does not exceed the City Manager's authority under City's purchasing ordinance. 2.2 Payment of Compensation. Contractor shall submit periodic (monthly or quarterly as specified by City in Exhibit "C") invoices together with an itemized statement of 2 Services provided. The statement shall describe the Services provided, the percent of work complete by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor. SECTION 3. RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under the Contractor's exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirement of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 3.2 Standard of Care & Licenses. Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement. 3.3 Required Corrections. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. 3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.6 Labor Code and Prevailing Wage Requirements. 3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 Labor Code. 3.6.3 Payroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. 3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seg., and 1770, et seg., as well as California Code of Regulations, Title 8, Section 1600, et seg., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. 3.7 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, sexual orientation, 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. 3.8 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seg., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. SECTION 4, INDEMNIFICATION 4.1 Indemnity. Except as to the sole negligence, active negligence, gross negligence or willful misconduct of the Agency or City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold the Agency, the City, and their respective officials, officers, 4 employees, agents, and contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance under this Agreement, notwithstanding that the Agency and/or City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor's officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses the City incurs or makes to, or on behalf of, an injured employee under the City's self administered workers' compensation, is included as a loss or Costs and Expenses for the purpose of this Section. The City shall not be responsible for any acts, errors or omissions of any person or entity except the City and their respective officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement. 4.2 Action. For purposes of this Agreement, "Action" shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. 4.3 Costs and Expenses. For purposes of this Agreement, "Costs and Expenses" shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. 4.4 Hazardous Substances. For purposes of this Agreement, "Hazardous Substances" shall mean any and all of the following: a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste 5 Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.; the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter -Presley -Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter -Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. SECTION 5. RECORDS AND DOCUMENTS 5.1 Accounting Records. 5.1.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5. 1.2 Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing any services pursuant to the Agreement shall become the sole property of City and may be used, reused or otherwise disposed of the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents 0 SECTION 6. INSURANCE 6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement Contractor will maintain insurance in conformance with requirements established by City's Purchasing Officer, Finance Director or Risk Manager for the type of Services being perform. Contractor acknowledges that prior to the effective date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit "F" ("Insurance"). Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. 6.2 Additional Insureds. Contractor agrees to have its insurer include as additional insureds City, its officials, employees and agents, under such polices, and using such forms as may be, identified by the City's Purchasing Officer, Finance Director or Risk Manager. Contractor also agrees to require all contractors, and subcontractors to do so likewise. 6.3 Proof of Insurance to City. Proof of compliance with the insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and such additional insured endorsements as have been required to Contractor's policies shall be delivered to City concurrently with Contractor's execution of this Agreement, but in no event later than the Effective Date of this Agreement. 6.4 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 6.5 Modification of Insurance Provisions. City authorizes City Manager to make, upon the written concurrence of the Finance Director or Risk Manager, reasonable amendments to the insurance requirements provided by City to Contractor under Section 6.1 of this Agreement, after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City from risk liability. SECTION 7. BONDS 7.1 Performance and Payment Bonds. If required by law or specifically required by City as set forth in Exhibit "E" [Bonds Required], attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently Contractor's execution of this Agreement, but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total, not -to -exceed compensation indicated in this Agreement, and in a form provided or approved by the City. 7.2 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. 7.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety with a current A.M. Best's rating no less than A -:VII and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. SECTION 8. TERMINATION, 8.1 Termination by City. City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least three (3) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non - disputed Services, which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 8.2 Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City's failure to timely cure a default under this Agreement as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide City with a written notice specifying City's alleged default and providing City with a forty-five (45) day period to cure the default. Should City timely cure such default, the Agreement shall continue. Should City failure to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. SECTION 9. GENERAL PROVISIONS 9.1 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior 8 written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. 9.3 Excusable Delays. Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. 9.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement. 9.5 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Eastern Division of the Central District of California, located in Riverside, California. 9.6 Integration. This Agreement, including the attached Exhibits "A" through "F", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. 9.7 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 9.8 Prohibited Interests. Contractor represents 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. 9 9.9 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the City and the Contractor. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.10 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 9.11 Delivery Of Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit "D", or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and address to the part at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.12 Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 9.13 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. 9.14 Attorneys Fees, Costs And Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, Costs and Expenses, in addition to any other relief to which it may be entitled. 9.15 Subcontracting. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 9.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 9.17 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 10 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written. CITY OF TEMPLE CITY By J( E: ULIDO, City Manager APPROVED AS TO FORM: CityAttorney II CONTRACTOR: B (Auth fficer) Title President Print Name (818)385-0790 Phone EXHIBIT "A" SCOPE OF SERVICES Bell Building Maintenance Company Contractor: Bell Building Maintenance Company 5170 Sepulveda Blvd., Ste #180 Sherman Oaks, CA 91403 Scope of Services The CONTRACTOR agrees, as an independent contractor, to provide comprehensive professional janitorial services on behalf of the CITY for certain government buildings, specifically including City Hall, Community Room, EOC and Civic Center. CONTRACTOR agrees all work performed by Contractor shall be consistently in conformance with the terms, conditions and special provisions of this agreement. Specifications for the Maintenance of City Hall, Community Room and Civic Center Buildings - - Five -Day Per Week Basis 1. Empty all waste containers and replace trash bags as needed. 2. Remove all trash to dumpsters. 3. Clean all desks, file cabinets, tables, equipment, and other office furniture. 4. Clean all counter tops, removing handprints, ink and other marks. 5. Remove cobwebs throughout CITY facility. 6. Clean and polish all drinking fountains. 7. Clean lunchroom area and Community Room Kitchen, including sinks, refrigerator tops, stove, and lunchroom tables (Community Room Kitchen once per week). 8. Sweep with chemically treated dust mop all hard flooring. 9. Damp mop all ceramic/tile flooring (Community Room once per week). 10. Vacuum all carpeted areas. 11. Spot clean glass entrance doors to remove fingerprints. 12. Tum off all designated lights and lock doors upon leaving facility. NOTE: CONTRACTOR will not disturb papers or personal items left on desk. Maintenance of Restroom Facilities (City Hall. Civic Center, and Community Room) — Five -Day Per Week Basis 1. Empty all waste containers and replace trash bags as needed. 2. Clean and disinfect all commodes and urinals. 3. Clean all restroom partitions. 4. Clean sinks and counter tops. 5. Clean and polish all chrome and stainless steel. 6. Clean doors. James 7. Refill all soap containers. 8. Refill all paper products, toilet paper, paper towels, etc. 9. Sweep and mop floors. NOTE: CITY shall provide CONTRACTOR with all paper products necessary to maintain City Hall offices and restroom facilities. CONTRACTOR Shall Perform Certain Special Services on a Monthly Basis as Specified in This Section for the City Hall, Community Room, EOC and Civic Center In addition to the foregoing services, the following will be performed on a monthly basis. 1. Clean and disinfect all telephones. 2. Low dusting to include chair rungs, table braces, inner desk ledges, baseboards, etc. 3. High dusting to include picture frames, high ledges, etc. 4. Clean all reachable air vents. 5. Clean fire extinguisher cabinets. 6. Clean office equipment, calculators, copy machines etc. 7. Clean doors and door jams. 8. Remove gum from carpets and floors. 9. Dust any exposed water pipes. 10. Thoroughly clean all floors in Community Room, Employee Lounge and City Hall Employee restrooms. 11. Damp mop all flooring and vacuum carpeting in EOC 12. Thoroughly clean interior and exterior of stove, refrigerators, and microwave ovens in all CITY buildings. NOTE: CITY shall provide CONTRACTOR with all paper products necessary to maintain CITY buildings and restroom facilities. Special Janitorial Services for the Maintenance of City Hall, Community Room, EOC, and Civic Center Buildings 1. Window washing in/out and awnings twice per year 2. Strip, seal and wax EOC floor once per year 3. Strip, seal and wax restroom floors in the Civic Center, Community Room, City Hall, and EOC and the tile floor in finance twice per year 4. Clean all carpets twice per year 5. Clean all interior walls once per year 6. Clean all office furniture and work stations (vacuum fabric partitions) once per year 7. Clean all HVAC vents once per year 8. Clean all interior light fixtures once per year 9. Seal all ceramic file floors in community room and employee lounge with an acrylic sealant once per year. EXHIBIT "B" SCHEDULE OF PERFORMANCE PERFORMANCE OF SERVICES CONTRACTOR shall perform any and all services necessary for the completion of work as set forth in this Agreement. CONTRACTOR represents that it employs or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services, per the terms of this Agreement. 2. CONTRACTOR represents that the services required herein will be performed by CONTRACTOR, or under CONTRACTOR'S direct supervision, and that all personnel performing such services shall be fully qualified. CONTRACTOR shall ensure that services performed under the terms of this Agreement are in full compliance with all applicable federal, state and local laws. 4. CONTRACTOR shall not subcontract any portion of the required services herein without prior written approval of the CITY. CONTRACTOR shall work closely with the City Manager or other CITY designated representative, who shall be the liaison representative of the CITY and shall, on a continuous basis, review and approve CONTRACTOR'S work. CONTRACTOR shall ensure that the CITY has reviewed and approved all required work, per the terms of this Agreement. 6. CONTRACTOR shall make no change in the character or extent of the services required by this Agreement, except as may be authorized in writing by the CITY. Such supplemental authorization shall set forth the specific changes of services to be performed and any related extension of time and/or adjustment of fee to be paid to CONTRACTOR by CITY. EXHIBIT "C" COMPENSATION COMPENSATION The CITY shall pay CONTRACTOR for all services included in Exhibit "A" an amount not to exceed $19,940 per year. Annual Janitorial Services for City HaII/Civic Center/Community Room/EOC 513,215 Clean all interior walls once per year $600 Clean all carpets twice per year $1,100 Window washing in/out (awnings twice per year) $600 Clean all office furniture and work stations once per year $300 Strip and Seal entire Community Room & Employee Lounge twice per year (Acrylic 5450 Seal) Strip, seal and wax restrooms & finance tile floor twice per year $600 Clean all HVAC vents once per year $65 Clean all interior light fixtures once per year $175 Clean all vertical and mini blinds once per year $400 Clean refrigerators once per month $500 Strip, Seal, and Wax EOC Floor $500 EXHIBIT L°D" REPRESENTATIVES City of Temple City Public Services Department atm: Bill Tidwell 9701 Las Tunas Drive Temple City, California 91780 Facsimile: (626) -309-9352 Bell Building Maintenance Company attn: Arthur Han 5170 Sepulveda Blvd., Suite 180 Sherman Oaks, CA 91403 Facsimile: (818)-385-0730 EXHIBIT "E" BONDS REQUIRED No bonds required for this project. EXHIBIT "F" INSURANCE Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $100,0001300,000 per accident for bodily injury and $50,000 property damage. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto Iiability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Best rating of A- or better and a minimum financial size VII.