HomeMy Public PortalAbout08) 7.D. Amend Various Services AgreementsDATE: June 18, 2013
MANAGEMENT SERVICES DEPARTMENT
TO: The Honorable City Council
FROM: Jose E. Pulido, City Manager
By: Peggy Kuo, City Clerk
MEMORANDUM
AGENDA
ITEM 7.D
SUBJECT: AMENDMENTS TO VARIOUS SERVICE AGREEMENTS FOR FISCAL
YEAR (FY) 2013-14
RECOMMENDATION:
The City Council is requested to approve various amendments to service agreements
effective July 1, 2013, as recommended, and authorize the City Manager to execute
amended agreements.
BACKGROUND:
1. On June 29, 2010, during the regular City Council meeting, Council directed
staff to review annual contracts for performance and begin the process of
sending Request for Proposals (RFP) out on a staggered basis, each with
a maximum term of two years.
2. On June 21, 2011, staff began implementing the process of issuing RFPs
for the annual service agreements on a staggered basis. The City Council
was presented with a portion of the overall City annual services contract for
approval.
3. On June 19, 2012, City Council approved a list of 11 annual contract services
agreement for FY 2012-13.
ANALYSIS:
Each year, staff presents a list of annual contract services agreements to the City
Council for approval before the new fiscal year. Services provided by these
contractors are on-going, routine and subject to renewal. All the contract services
agreements and amendments submitted to City Council for approval have been
revised to the format recommended by the City Attorney and are evaluated by staff
City Council
June 18, 2013
Page 2 of 3
relative to work performance and cost effectiveness. A list of these contract services
is provided below.
Vendor Name Service Provided
CLS Landscape Management Inc Landscape maintenance services (medians)
Continental Building Maintenance Vinyl floor cleaning -Live Oak Park Community Center
Graffiti Control Systems, Inc Graffiti Removal
Jan Pro Cleaning Systems Janitorial services for Live Oak Park Community
Center, Annex, outdoor restrooms.
Jan Pro Cleaning Systems Janitorial services — City Hall, Civic Center, Community Room
Monitoring and maintenance of the fire and burglar alarm
systems and maintenance of the closed circuit television
Post Alarm Systems system for the Live Oak Park Community Center and
Annex. Monitoring and maintenance of the burglar alarm
system for City Hall, Civic Center and City Yard.
Ontario Refrigeration Service, Inc. Maintenance & Repair for HVAC at Live Oak Park
Communitv Center, Annex, Citv Hall, Communitv Room,
YWCA San Gabriel Valley- Intervale Senior Lunch Program & Case Management
Senior Services I
Staff did not issue any Request for Proposal for any of the above services due to the
fact that there were no changes in the scope of services or compensation. A summary
of the services provided, compensation and length of contract is attached (Attachment
"A"). The scope of services and compensation for each of the contract services are
also attached (Attachment `B"). Copies of complete contract services agreements
are available for review in the City Clerk's Office.
CONCLUSION:
The City Council is requested to review and approve the annual contract service
agreements for FY 2013-14 so that there is no interruption in the services provided by
these vendors.
Sufficient funds have been appropriated in the Fiscal Year (FY) 2013-14 City Budget to
implement these amendments to the various service agreements.
City Council
June 18, 2013
Page 3 of 3
ATTACHMENT(S):
A. Summary of Annual Service Agreements
B. Scope of Services and Compensation for each contract service agreement
ATTACHMENT A
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ATTACHMENT B
AGREEMENT FOR
LANDSCAPE MAINTENANCE SERVICES
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
CLS LANDSCAPE MANAGEMENT, INC.
a corporation
July 1, 2013
AGREEMENTFOR
LANDSCAPE MAINTENANCE SERVICES
This Agreement for Landscape 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 landscape 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.
1.3 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 two (2) years 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 11 [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.
LA#4822-4623 2581 v1 1
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.
LA #48224623-2581 vl 2
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
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.
LA 44822-4623-2581 Y1 3
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 Annrenticeable 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 Prevailine Waae Laws. Contractor represents and warrants that it 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 1600, et M., ("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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
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 M., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
LA #48224623-2581 v1 4
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,
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 seg.; the Hazardous Materials Transportation Act, 49 U.S.C.
LA #4822-4623-2581 V1 5
§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
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 CODvinv. 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
LA #4822-4623-2581 v1 6
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
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
performed. 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.
LA 44822-0623-2581 V1 7
SECTION 7. BONDS
Section intentionally deleted. No bonds necessary for these services.
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
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.
LA 448224623-2581 v1 8
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
LA #4822-4623-2581 V1 9
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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
LA#48224623 6581 vl 10
CONTRACTOR:
:A
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
Contractor shall provide all the necessary personnel, materials, equipment, transportation and
safety apparatus required for a complete maintenance service of, and upon, the improved areas of
public property in the City of Temple City, California as identified below:
1. Baldwin Avenue street median island from north City boundary to south City boundary.
2. Santa Anita Avenue street median island from north City boundary to south City
boundary.
3. The street median island located at the intersection of Encinita Avenue and Broadway.
4. Las Tunas Drive street median from Muscatel Avenue to Sultana Avenue.
5. Lower Azusa Avenue median island from Ellis Lane to Agnes Avenue.
Materials to be supplied by and labor performed by Contractor in the ordinary maintenance of
the landscaped areas shall consist of the following:
Water Irrigation Systems
1. Maintain and repair water irrigation systems to assure adequate and proper operation at
all times, including weekly testing and adjustment of sprinkler heads.
2. Adjust watering days and duration to provide adequate moisture necessary for the healthy
condition of all organic materials.
3. Repair damaged/failed components of the irrigation system immediately. With prior
approval, the City may pay additional labor and material expenses for major repairs.
Mowing and Edging
1. Turf areas shall be mowed and edged weekly, or as often as shall be required to maintain
a height of 1 %2".
2. Turf shall be raked or otherwise cleaned to maintain a neat appearance at all times.
Fertilizing, Weed, and Pest Control
1. All turf areas shall be fertilized twice a year with a balanced organic fertilizer provided
by Contractor.
2. Selective herbicides, provided by Contractor, shall be applied as necessary to prevent the
growth of crabgrass and broadleaf weeds.
3. Insecticides, provided by Contractor, shall be applied as necessary to prevent infestation
of insects that are injurious to organic landscape materials.
4. The City shall approve the selection and application of any pesticide prior to its use.
Lawn Reseeding
1. All turf areas shall be over seeded every October with annual rye grass supplied by
Contractor, at a rate of twenty (20) pounds per 100 square feet.
Plant Replacement
1. Contractor shall replace, at his expense, any tree, shrub, turf, or other landscape material
that dies due to Contractor's negligence. Any tree, shrub, turf or other landscape material
that dies from reasons other than Contractor's negligence will be replaced by Contractor
and the City's expense.
Traffic Controls and Barricades
1. The Contractor shall provide satisfactory warning devices that meet the requirements of
the California Occupational Safety and Health Act (Cal -OSHA) for safe traffic control
and protection of workers when and where required at all times in the performance of this
contract.
Miscellaneous Items
1. The Contractor shall remove and dispose of all grass and shrub clippings.
2. Nuisance conditions caused by the Contractor's work shall be avoided.
3. Each working crew shall have a responsible lead worker that can represent the company
to discuss work items with a City representative on a monthly basis, or at intervals to be
determined by City.
4. Trees shall be pruned only as approved by the City Manager or his designated
representative.
5. Contractor shall be responsible for keeping curb, gutter, and hardscape areas free of
weeks and debris.
6. Contractor's work force must be property attired and wear and use all appropriate safety
equipment in accordance with Cal -OSHA at all rimes during the performance of this
contract.
7. All equipment used by Contractor in the performance of this contract must meet all Cal -
OSHA requirements.
EXHIBIT "B" SCHEDULE OF PERFORMANCE
CONTRACTOR shall perform any and all services necessary for the completion of work as set
forth in this Agreement in accordance with the schedule outlined in Exhibit "A" Scope of
Service.
EXHIBIT "C" COMPENSATION
The CITY shall pay CONTRACTOR to perform the services included in Exhibit "A" an amount
not to exceed $2,077 per month or $24,924 per year.
LA #4822-4623-2581 V1
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Department of Parks & Recreation
9701 Las Tunas Drive
Temple City, California 91780
Attn: Cathy Burroughs
cburrou2hsa,temnlecitv.us
Facsimile: (626) 454-3221
CLS Landscape Management, Inc.
4711 Schaefer Avenue
Chino, CA 91710
Attn: Pat Strohman
Facsimile: (909) 464-1021
LA #48224623-2581 A
EXHIBIT "E" BONDS REQUIRED
None Required
LA 94822-4623-2581 vl
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/ComDleted Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
LA 44822-4623-2581 v1
(4) Contractual General Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA #4822-4623-7.581 v1
AGREEMENT FOR
VINYL FLOOR CLEANING SERVICES
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
CONTINENTAL BUILDING MAINTENANCE, INC.
a corporation
Dated
AGREEMENT FOR
VINYL FLOOR CLEANING SERVICES
This Agreement for Vinyl Floor Cleaning Services for the Live Oak Park Community
Center ("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 janitorial 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.
1.3 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 two (2) years 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 11 [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.
LA 448224623-2581 v1 I
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 he 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.
LA #4822-4623-2581 v1 2
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
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.
LA 44822-4623-2581 v1 3
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 Anprenticeable 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 Pavroll 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 Prevailine Waee Laws. Contractor represents and warrants that it is aware
of the requirements of California Labor Code Section 1720, et sem., and 1770, et sem., as well as
California Code of Regulations, Title 8, Section 1600, et SN., ("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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1-720, et seq., and 1770, et seq., shall not apply.
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 sM., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
LA 44822-4623-2581 v 1 4
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,
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.
LA 44822-4623-2581 v1 5
§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. §30017, et seq.; the Solid Waste
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, el 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 Insnection. 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 Insnection and Convine. 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
LA 44822-4623-2581 v1 6
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
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
performed. 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.
LA #48224623-2581 v1 7
SECTION 7. BONDS
Section intentionally deleted. No bonds necessary for these services.
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
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.
LA #48224623-2581 vl 8
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
LA 94822-4623-2581 v1 9
9.13 Waiver. Waiver by any parry 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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
LA #4822-0623-2581 v1 to
CONTRACTOR:
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
The following services shall be performed on a scheduled basis as coordinated with City
personnel based on facility availability:
Live Oak Park Communitv Center
1. Strip and wax all vinyl floors (4 times per year)
2. Clean and polish all vinyl floors (8 times per year)
EXHIBIT "B" SCHEDULE OF PERFORMANCE
Vinyl floors in the Live Oak Park Community Center are to be stripped and waxed 4 times per
year on a scheduled basis as coordinated with City personnel, based on facility availability.
Vinyl floors in the Live Oak Park Community Center are to be cleaned and polished 8 times per
year on a scheduled basis as coordinated with City personnel, based on facility availability.
EXHIBIT "C" COMPENSATION
The CITY shall pay CONTRACTOR to perform the services provided for herein as follows:
Live Oak Park Community Center $516.00 per month
LA 448224623-2581 v1
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Department of Parks & Recreation
9701 Las Tunas Drive
Temple City, California 91780
Attn: Cathy Burroughs
Facsimile: (626) 454-3221
Continental Building Maintenance, Inc.
13316 Mapledale Street
Norwalk, CA 90650
Attn: Sang Won Kim
LA #4822-4623-2581 A
EXHIBIT "E" BONDS REQUIRED
None Required
LA#4822-4623-2581 Yl
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
LA 94822-4623-2581 v 1
(4) Contractual General Liabilitv Insurance in an amount of not less than -
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE - The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The -
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA #4822-4623-2581 v1
AGREEMENT FOR
Graffiti Removal Services
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Graffiti Control Systems
a corporation
Dated
July 1, 2013
AGREEMENT FOR
GRAFFITI REMOVAL SERVICES
This Agreement for Graffiti Removal 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 graffiti removal services specified in the Scope of
Services attached hereto and incorporated herein by reference as Exhibit "A" ["Services"].
Contractor agrees to famish, 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.
1.3 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 two (2) years 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 11 [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 I 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
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 Aoorenticeable 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 Pavroll 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 seq., and 1770, et seq., as well as
California Code of Regulations, Title 8, Section 1600, 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. 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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
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 sem., 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,
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, el seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste
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 Convine. 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
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
performed. 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
Section intentionally deleted. No bonds necessary for these services.
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
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
CONTRACTOR:
By ±?ClM)�.�
uthori�fficer
Title President
Barry K. Woods
Print Name
818-764-2515
Phone
EXHIBIT "A" SCOPE OF SERVICES
1. Graffiti Removal. Contractor shall furnish at his/her own expense, all labor, equipment
and materials necessary for the satisfactory performance of graffiti removal as set forth
herein. Contractor shall remove graffiti from all private residential, commercial, and
industrial structures, up to forty (40') feet in height. Contractor shall inspect all referrals
to determine the method to be used for the graffiti removal. Methods of removal may
include water blasting or other pressurized removal systems, matching existing painted
surfaces or other eradication procedures as approved by the City. Contractor shall
determine the most effective method(s) for removal of the graffiti at each location. The
method(s) of removal will vary depending upon the type of graffiti and condition of the
surface. Contractor must use care to avoid damages to existing improvements (e.g.,
buildings, windows, doors, walls, etc.). Existing improvements damaged by the
Contractor shall be repaired at Contractor's sole expense to the satisfaction of the City.
2. Materials and Equipment.
a. Contractor shall properly prepare all stucco, masonry, metal, wood, or other
exterior surfaces in a manner that will result in an acceptable bonding of the
applied paint and deter the visibility of graffiti.
b. Contractor shall provide any and all equipment as may be necessary to perform
graffiti removal.
c. Contractor shall use new and/or recycled water based paint. The City encourages
the use of recycled paint in the City.
d. All work areas shall be cleaned of all debris, residue and excess paint immediately
after completion of work.
e. Contractor shall match the existing surface color when painting over or obscuring
graffiti whenever possible. Paint shall be neatly feathered in all areas. if
residents/businesses request a specific color, Contractor may provide labor as
long as paint has been provided by the resident/business.
f. Contractor shall photographically document all locations prior to removal of
graffiti and shall maintain said photographs using the TAGRS (Tracking and
Automated Graffiti Reporting System) system. Contractor shall provide the City,
free of charge, access to the on-line, web based TAGRS system.
3. Right of Entry.
a. Private Property. Authorization shall be secured from the property owner or
authorized agent to enter onto private property and perform graffiti removal
services. The Contractor and/or City must obtain written approval to enter and
release of liability prior to starting the graffiti removal.
b. Public Right -of -Way Property. Authorization shall be given by the Community
Development Department for the removal of graffiti on public property.
c. Commercial Signage. Graffiti found on commercial signage shall only be
removed with the owner's/occupant's specific, written approval and with the
owner's/occupant's understanding that the Contractor is not responsible, under
this contract, for replacing any original lettering, pictures, etc., on a commercial
sign. With the owner's/occupant's approval, the Contractor shall proceed with
diligence to remove the graffiti with as little damage to the commercial sign as
possible.
4. Licenses. Contractor is required to have in full force and affect all licenses and permits
required by the applicable laws to perform graffiti removal services within the City of
Temple City. Contractor must possess and maintain a valid State of California C-33
Painting License and a State of California C-61 D38 Sand/Water Blasting License during
the term of the contract. Contractor shall obtain a Temple City Business License during
the term of the contract.
5. Public Relations and Safety. Contractor shall at all times conduct his/her services with
the utmost respect to the public. All employees of the Contractor shall wear clean
clothing in the performance of their duties and equipment shall be cleaned and
maintained in a safe operating manner. All equipment shall be subject to inspection by
the City at any time. All personnel shall wear appropriate safety gear at all times while
removing graffiti in Temple City.
6. Air and Water Pollution. The Contractor shall be required to conform to all current
regulations of the South Coast Air Quality Management District (AQMD). The
Contractor is also required to adhere to the provisions of the Federal Clean Water Act as
regulated by the U.S. Environmental Protection Agency (EPA) in Code 40, Code of
Federal Regulations (CFR) Parts 122, 123, 124, the Porter -Cologne Act (California Water
Act), and the National Pollutant Discharge Elimination System (NPDES) requirements.
Suitable Best Management Practices (BMPs) shall be applied to prevent any chemical,
debris or any non-stormwater discharges from being entering the storm drain system
(storm drains and gutters).
7. Compliance with Laws. Contractor, its agents, and employees shall comply with all
laws, ordinances, rules and regulations of the Federal, State, the County of Los Angeles,
the City of Temple City and all governing bodies having jurisdiction applying to work
done under the agreement.
8. Additional Services. Contractor is requested to power wash all sidewalks in the
commercial areas designated by the City once a month. Power washing shall occur
during the early morning hours, prior the businesses opening.
Contractor shall be expected to expand on the above -noted tasks where appropriate, and provide
suggestions which might lead to efficiencies and enhance the services for graffiti removal.
EXHIBIT "B" SCHEDULE OF PERFORMANCE
Schedule of Work. Contractor shall maintain regular operating or working hours between 7:30
a.m. and 5:30 p.m., Monday through Friday. Contractor shall remove all graffiti in accordance
with requests for service by the City within 24 -hours notice or approval from the City. Graffiti
that is determined to be obscene or contains vulgarity or profanity shall be removed within 3
hours of the request for services. This emergency service shall be available at all times,
including and during non -regular working hours. Contractor shall provide the City with a special
after-hours telephone number to report said emergencies.
Contractor shall also survey the City for graffiti as specified by the City.
EXHIBIT "C" COMPENSATION
Type of Work,:,
Sandblasting
Water Blasting
Water Blasting with Baking
Soda
Painting
"Matching Paint"
Chemical/Solvents
High Graffiti
Protective Coatings
Minimum fast Additional Cost Over, 1
Minimum Cost
$22 for 50 sq. ft. $0.44 / sq. ft.
$22 for 100 sq. ft. $0.22 / sq. ft.
$25 for 100 sq. ft. $0.25 / sq. ft.
$15 for 200 sq. ft.
$15 for 50 sq. ft.
$125 for 100 sq. ft.
By Estimate
$0.08 / sq. ft.
$0.30 / sq. ft.
$12.50 / sq. ft.
Type of Work Charged in In'crements,: of i, Mxn mti►m Charge, per
Location,
Sidewalk Power Washing $0.15 / sq. ft. $75 / location
Increments of 500 sq. ft.
I. Charged! }iIivamm t barge'
Cost per Sq. �t ' er a
IncremeRt;of . „ . r.'..p 4. axon,
Non -Porous $0.30 / sq. ft. 50 sq. ft. $15/lo
Painted $0.08 / sq. ft. 200 sq. ft. $15 / location
Porous
$0.22 / sq. ft. 100 sq. ft.
Emergency Call Out $75 / hr.
$22 / location
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Community Development Department
9701 Las Tunas Drive
Temple City, California 91780
Attn: Bryan Ariizumi
Facsimile: (626) 285-8192
Graffiti Control Systems
7260 Atoll Avenue
North Hollywood, CA 91605
Attn: Barry K. Woods
EXHIBIT "E" BONDS REQUIRED
None Required
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall have
obtained all insurance required by this Agreement and such insurance shall have been approved
by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow any subcontractor
to commence work on any subcontract until all similar insurance required of the subcontractor
shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Onerations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(4) Contractual General Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
AGREEMENT FOR
Janitorial Services for City Hall, Community Room, Civic Center and Emergency
Operations Center (EOC)
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Jan -Pro Cleaning Systems
a corporation
July 1, 2013
AGREEMENTFOR
JANITORIAL SERVICES
This Agreement for Janitorial Services for City Hall, Community Room, Civic Center
and EOC ("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 janitorial 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.
1.3 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 two (2) years 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 1 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.
LA #4822-3623-2 81 v1
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.
LA 44822-4623-2181 v1
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
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 crrors 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.
LA 44822-4623-2581 1 3
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 wort: and the conditions
under which the work is to be performed.
3.6 Labor Code and Prevailing Wage Requirements.
3.6.1 ADDrenticeable 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 Pavroll 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
howl.
3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it 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 1600, 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. 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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
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 we ., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
LA 41922-4623-2581 v1
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,
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.
LA 44822-4b_3-2s8l vl 5
§1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §690I, 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
Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30
U.S.C.. § 1201, et ,req.; the Emergency Planning and Community Right to Know Act. 42 U.S.C..
§11001, et ,req.; 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.&SC.§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 lnsvection. 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 Insnection and Convine. 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
LA 44922-4623-2581 v1 6
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
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
performed. 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.
LA#48224623-2181 N1 7
SECTION 7. BONDS
Section intentionally deleted. No bonds necessary for these services
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? 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
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? 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 sante 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.
LA #4822-4621-2581 v1 R
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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
deter -mined 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 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.
LA#4322-36_3-.581 V1 Q
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 tenn, 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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
LA #4822-4623-2581 v1 10
CONTRACTOR:
L37
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
Citv Hall. Communitv Room, Civic Center, EOC
Daily Services - The following services shall be performed on a daily basis, five -days per
week. The Civic Center and EOC shall be performed on a one -day per week basis.
General Services
1. Thoroughly dust horizontal surfaces of desks, counter tops, table tops, partition tops
and bases, computer monitors, filing cabinets, shelving.
2. Spot clean above mentioned areas to remove smudges. spillage. beverage rings, etc.
3. Dust office equipment.
4. Thoroughly clean front entry glass and interior partition glass.
5. Empty all trash and remove to a collection point. Replace liners as necessary.
Sanitize each trash receptacle.
6. Clean walls behind hash receptacles to remove over -spillage.
7. Wipe down the outside of break room cabinets, refrigerator and microwave.
(Community Room once per week)
8. Clean inside of break room microwave (Community Room once per week).
9. Scour break room/restroom sink.
10. Clean and disinfect break room counter top and table top.
11. Rinse out and clean coffee pot.
12. Thoroughly mop all hard surface floors with a chemically treated mop head.
13. Damp mop all ceramic/tile flooring (Community Room once per week).
14. Thoroughly vacuum carpeted areas with a hepa-grade vacuum, wall to wall.
15. Spot clean carpeted areas (the size of a $0.50 piece or smaller)
16. Wipe clean all telephone receivers and dust the bases.
17. Disinfect all skin touch surfaces (light switches, door handles, drinking fountains,
etc.).
18. Remove spots and smudges from walls, doors and kick plates.
19. Remove cobwebs throughout CITY facilities.
20. Turn off all designated lights and lock doors upon leaving facility.
21. Report all maintenance issues in Log Book.
NOTE: CONTRACTOR will not disturb papers or personal items left on desk.
Restroom Services
1. Empty trash receptacles and wash, if necessary.
2. Disinfect door handles and light switches.
3. Clean all dispensers, mirrors, and fixtures.
4. Refill all consumables.
5. Clean and disinfect sinks, toilets and toilet seats.
6. Clean and sanitize restroom partitions and walls around toilets.
LA #3822-4623-2581 vl K
7. Spot clean walls to remove smudges and marks.
8. Dust mop floors with a micro -fiber mop.
9. Thoroughly wet mop floors with a chemically treated mop head.
10. Clean and sanitize the outside of trash receptacles and dispensers.
11. High dust tops of doors, minors and air vents.
12. Use of "Consume" to eliminate the smell of urine.
"Masking agents will not be used in lieu of proper cleaning and disinfecting
techniques.
NOTE: CITY shall provide CONTRACTOR with all paper products necessary to
maintain CITY facilities.
Monthly Services — The following services shall be provided on a monthly basis.
1. Thoroughly dust all vertical surfaces of office furniture, including desks, tables, chairs.
file cabinets, etc.
2. Clean all office equipment, calculators, copy machine, fax machine, etc.
3. Clean fire extinguisher cabinets.
d. High dusting of air vents, tops of doors, door frames, ceiling corners and edges, etc.
5. Low dusting of all baseboards and chair bases.
6. Dusting window blinds and window sills.
7. Edge carpets along baseboards, filing cabinets and partition bases to remove dust
build-up.
8. Dust any exposed water pipes.
9. Clean spots/smudges from walls.
10. Remove gum from carpets and floors.
11. Thoroughly clean interior and exterior stove, refrigerators, and microwave ovens in all
CITY facilities.
12. Clean all office furniture and works stations (vacuum fabric partions).
13. Clean all HVAC vents.
Special Services — The following services shall be performed as specified below.
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 City Hall, Community Room, Civic Center and
Finance file room (Twice per year).
d. Clean all carpets (Twice per year).
5. Clean all interior walls (Once per year).
6. Clean all interior light fixtures (Once per year).
7. Seal ceramic tile floors in Community Room and employee lounge with an acrylic
sealant (Once per year).
LA #1822-1623-2581 vt L,
EXHIBIT "B" SCHEDULE OF PERFORMANCE
CONTRACTOR shall perforin any and all services necessary for the completion of work as set
forth in this Agreement.
1. 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 wider CONTRACTOR'S direct supervision, and that all personnel
performing such services shall be fully qualified.
3. 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.
S. 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.
LA 44822-4623-2581 N1 M 0
EXHIBIT "C" COMPENSATION
The CITY shall pay CONTRACTOR for all services included in Exhibit "A" an amount not
to exceed $1,625.00 per month. $19.500.00 per year.
r.n #4822-4e23as81 vi N
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Community Development Department
9701 Las Tunas Drive
Temple City, California 91780
Attn: Bryan Ariizumi
Facsimile: (626) 285-8192
Jan -Pro Cleaning Systems
2401 E. Katella Avenue, Suite 525
Anaheim, CA 92806
Atm: Steven Dolphin
Facsimile: (714)220-0243
LA#4822-4623 2581 v1 15
EXHIBIT "E" BONDS REQUIRED
None Required
LA 44322-4623-2581 vl 16
EXHIBIT "E" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement: and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law. CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Comtuleted Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000):
LA 44922-4623-2s81 N1 17
(4) Contractual General Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1.000.000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA#4622-4623-2.581 v1 18
AGREEMENT FOR
JANITORIAL SERVICES
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
JAN -PRO CLEANING SYSTEMS
a corporation
Dated
AGREEMENT FOR
JANITORIAL SERVICES
This Agreement for Janitorial Services for Live Oak Park ("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 janitorial 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.
1.3 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 11 [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
LA #48224623-2581 v1 1
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
LA #4822-4623-2581 v1 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
LA 44822-4623-2581 v1 3
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 ADDrenticeable 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 Pavroll 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 Prevailina Waee Laws. Contractor represents and warrants that it is aware
of the requirements of California Labor Code Section 1720, et seq., and 1770, et SeMc ., as well as
California Code of Regulations, Title 8, Section 1600, et M., ("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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
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 seq., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
LA #48224623-2581 v1 4
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,
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.
LA #4822-4623-2581 v1 5
§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 seg.; 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
Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30
U.S.C. §1201, et seg.; 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 seg.; 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.
F,���IfC�1►F���K�7 7.�•Y\► 1 1 1Z�1111% IR►EY.9
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 Corwin¢. 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
LA 44822-4623-2581 v1 6
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
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
performed. 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.
LA 948224623-2581 v1 7
SECTION 7. BONDS
Section intentionally deleted. No bonds necessary for these services
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
written consent of the City. Any attemptto 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.
LA 448224623-2581 v1 8
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
LA 448224623-2581 v 1 9
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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
LA #4822-4623-2581 v1 10
CONTRACTOR:
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
LIVE OAK PARK COMMUNITY CENTER
Section I — General Services
The following services shall be performed on a daily basis, seven -days per week:
1. Empty all waste containers and replace trash bags as needed.
2. Remove all trash from the Community Center to the trash 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 entire facility.
6. Clean and polish all drinking fountains.
7. Sweep with chemically treated dust mop all hard flooring, and damp mop if
necessary.
8. Vacuum all carpeted areas, and spot clean as necessary.
9. Spot clean windows, partitions and doors.
10. Clean exterior patio area tables, chairs, and concrete surfaces.
11. Thoroughly clean lobby area, including floors, walls, doors and tables.
12. Clean exterior walkways and steps as necessary.
13. Turn off all designated lights, lock doors and set alarm upon leaving facility.
CONTRACTOR shall not disturb papers or personal items left on desks.
CONTRACTOR shall clean the kitchen on a daily basis as follows:
1. Wipe all tables, counters and appliance exterior surfaces with appropriate cleaning agents
for stainless steel surface.
2. Wet mop entire floor, with mop designated exclusively for use in kitchen area.
3. Refill all paper towel dispensers.
4. Refill all soap containers.
CONTRACTOR shall clean all restroom facilities on a daily basis as follows:
1. Empty all waste containers and replace trash bags.
2. Clean and disinfect all commodes and urinals.
3. Clean all rest room partitions.
4. Clean sinks and counter tops.
5. Clean and polish all chrome and stainless steel.
6. Clean exterior/interior of all doors.
7. Clean all mirrors.
8. Clean and disinfect diaper -changing station.
9. Refill all soap containers.
10. Refill all paper products, toilet paper, paper towels, etc.
11. Sweep and wet mop all floors, with mop designated exclusively for use in restroom
facilities.
CONTRACTOR shall clean the children's activity areas on a daily basis as follows:
1. Empty all waste containers and replace trash bags as needed.
2. Clean and disinfect commode.
3. Clean and disinfect all sinks and counter tops.
4. Clean and polish all chrome and stainless steel.
5. Refill all soap containers.
6. Refill all paper products, toilet paper, paper towels, etc.
7. Sweep and mop floors.
8. Vacuum play carpet.
9. Wipe all tabletops.
CITY shall provide CONTRACTOR with paper towels, hand soap and large trashcan liners as
needed to keep entire facility stocked.
In addition to the foregoing services, the following will be performed on an as needed basis:
1. Clean and disinfect all telephones.
2. Low dusting to include chair rungs, table braces, inner desk ledges, baseboards,
windowsills, 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.
Section II — Special Services
The following services shall be performed on a scheduled basis as coordinated with City
personnel and facility availability:
1. Machine scrub all quarry tile (4x per year)
2. Strip & seal all interior restroom ceramic tile floors (4x per year)
3. Wash all windows in/out and glass room partitions (4x per year)
4. Clean HVAC vents (4x per year)
5. Clean all interior light fixtures (lx per year)
6. Clean all vertical and mini blinds (lx per year)
7. Steam clean all upholstered lobby furniture (lx per year)
8. Steam clean 150 stackable chairs (lx per year)
9. Clean interior and exterior of all kitchen appliances (12x per year)
10. Clean interior and exterior of children's activity room appliances (12x per year)
LIVE OAK PARK COMMUNITY CENTER ANNEX
Section I — General Services
The following services shall be performed on a daily basis, five days per week:
1. Empty all waste containers and replace trash bags as needed.
2. Remove all trash from the Annex to the trash 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 entire facility.
6. Sweep with chemically treated dust mop all hard flooring, and damp mop if
necessary.
7. Vacuum all carpeted areas, and spot clean as necessary.
8. Spot clean windows, partitions and doors.
9. Thoroughly clean lobby area, including floors, walls, doors and tables.
10. Clean exterior walkways as necessary.
11. Turn off all designated lights, lock doors and set alarm upon leaving facility.
CONTRACTOR shall not disturb papers or personal items left on desks.
CONTRACTOR shall clean the kitchen on a daily basis as follows:
Wipe all counters and appliance exterior surfaces with appropriate cleaning agents each
surface.
2. Wet mop entire floor, with mop designated exclusively for use in kitchen area.
3. Refill all paper towel dispensers.
4. Refill all soap containers.
CONTRACTOR shall clean all restroom facilities on a daily basis as follows:
1. Empty all waste containers and replace trash bags.
2. Clean and disinfect all commodes and urinals.
3. Clean all rest room partitions.
4. Clean sinks and counter tops.
5. Clean and polish all chrome and stainless steel.
6. Clean exterior/interior of all doors.
7. Clean all mirrors.
8. Clean and disinfect diaper -changing station.
9. Refill all soap containers.
10. Refill all paper products, toilet paper, paper towels, etc.
11. Sweep and wet mop all floors, with mop designated exclusively for use in restroom
facilities.
LIVE OAK PARK EXTERIOR RESTROOMS
Section I — General Services
CONTRACTOR shall clean all exterior restroom facilities (exterior of Community
Center, concession stand, and adjacent to basketball courts) on a daily basis, seven days a
week, as follows:
1. Empty all waste containers and replace trash bags.
2. Clean and disinfect all commodes and urinals.
3. Clean all rest room partitions.
4. Clean sinks and counter tops.
5. Clean and polish all chrome and stainless steel.
6. Clean exterior/interior of all doors.
7. Clean all mirrors.
8. Clean and disinfect diaper -changing stations (if applicable).
9. Refill all soap containers.
10. Refill all paper products, toilet paper, paper towels, etc.
11. Sweep and wet mop all floors, with mop designated exclusively for use in restroom
facilities.
EXHIBIT "B" SCHEDULE OF PERFORMANCE
Live Oak Park Community Center, Live Oak Park Community Center Annex, and exterior
restrooms at Live Oak Park are to be cleaned as identified in Exhibit "A", Scope of Services.
EXHIBIT "C" COMPENSATION
The CITY shall pay CONTRACTOR to perform the services provided for herein as follows:
Live Oak Park Community Center $2,007.74 per month
Live Oak Park Community Center Annex $ 650.00 per month
Live Oak Park Exterior Restrooms $ 400.00 per month
LA 44822-4623-2581 V1
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Department of Parks & Recreation
9701 Las Tunas Drive
Temple City, California 91780
Attn: Cathy Burroughs
Facsimile: (626) 454-3221
Jan -Pro Cleaning Systems
2401 E. Katella Avenue, Suite 525
Anaheim, CA 92806
Attn: Javier Reniosa
Facsimile: (714) 220-0243
LA 44822-4623-2581 v1
EXHIBIT "E" BONDS REQUIRED
None Required
LA 94822-4623-2581 vl
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
LA #4822-4623-2581 V1
(4) Contractual Generall-Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA#4822-4623-2581 V1
AGREEMENT FOR
MECHANICAL MAINTENANCE AND REPAIR SERVICES FOR HEATING,
VENTILATION, AND AIR CONDITIONING SYSTEMS (HVAC) AT CITY
FACILITIES
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
ONTARIO REFRIGERATION SERVICE, INC.
a corporation
Dated
July 1, 2013
AGREEMENT FOR
MECHANICAL MAINTENANCE AND REPAIR SERVICES FOR HEATING,
VENTILATION, AND AIR CONDITIONING SYSTEMS (HVAC) AT CITY
FACILITIES
This Agreement for mechanical maintenance and repair services for the HVAC system at
city facilities ("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 comprehensive mechanical maintenance and repair
services for heating, ventilation, and air conditioning systems (HVAC) at city facilities as
identified in the Customized Service Program (CSP) Agreements dated March 11, 2012 and
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 inspcction 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.
1.3 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 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 t t [Termination] of this Agreement. The term may
LA #3922-4623--2591 1 1
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 proposes 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
LA #4822-4623-258 1 N 1 1)
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 t 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
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 obtairi 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.
LA 44822-4623-2531 � 1 3
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/OSI-IA 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 ADDrenficeable 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 Pavroll 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 Prevailina Waae Laws. Contractor represents and warrants that it is aware
of the requirements of California Labor Code Section 1720, et sec., and 1770, et sec., as well as
California Code of Regulations, Title 8, Section 1600, et sec ., ("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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply.
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.
TA #4822-4623-2581 NI 4
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 sem., 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,
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 proposes 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 arnount, 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:
LA 44822-4623-2581 N1 5
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
.req.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33
U.S.C. §1251, el 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. §300£ et seq.; the Solid Waste
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. el 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 hispection and Copvine. 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.
LA #4922-3623-2581 vl 6
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
:YI[ INTI [/7►[� 1►6Y1131►[�
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
performed. 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
LA #1822-1623-2581 vl 7
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
Section intentionally deleted. No bonds necessary for these services.
SECTION S. TERNUNATION.
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
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.
LA 43822-3623-2581 vl 52
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
LA #4822-4623-2581 v1 9
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
orkrequired 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.
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
City Manager
APPROVED AS TO FORM:
City Attorney
LA #4922-4623-2591 vl
10
CONTRACTOR:
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
CONTRACTOR shall provide comprehensive mechanical maintenance and repair services for
the heating. ventilation, and air conditioning systems (HVAC) for the following city facilities:
• City Hall and Computer Room
• Civic Center
• Community Room
• Emergency Operations Center (EOC)
• City Yard
• Live Oak Park Community Center
• Live Oak Park Annex
• Live Oak Park Concession Stand
LA,44R2^.-4623 2531 vl K
EXHIBIT `B" SCHEDULE OF PERFORMANCE
CONTRACTOR shall provide services identified in Exhibit "A" as follows:
Monthlv Basis
• Live Oak Park Community Center
• Live Oak Park Annex
• Live Oak Park Concession Stand
Bi-Monthlv Basis
• City Hall and Computer Room
• Civic Center
• Community Room
• Emergency Operations Center (EOC)
Bi -Annual Basis
• City Yard
LA41822-3623-291 vl L
EXHIBIT "C" COMPENSATION
The CITY shall pay the CONTRACTOR to perform services provided herein as follows:
City Hall, Civic Center, Community Room, EOC $912/bi-monthly
Live Oak Park Community Center, Annex, Concession Stand $383/month
City Yard $184/bi-annual
SPECIAL SERVICES
Monday — Friday (8 a.m. to 5 p.m.) $98/hour
Weekends and After Hours (before 8 a.m. and after 5 p.m.) $147/hour
Truck Charge (Trip Charge) $45/incident
Emergency Fee ( Weekend and After Hours Call -Out) $75/incident
LA44822-4623-21Si Vi M
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Community Development Department
9701 Las Tunas Drive
Temple City, California 91780
Attn: Bryan Ariizumi
Facsimile: (626) 285-8192
Ontario Refrigeration Service, Inc.
635 S. Mountain Avenue
Ontario, CA 91762
Attn: Phillip Talleur
LA #4822-4623-2581 vi 14
EXHIBIT "E" BONDS REQUIRED
None Required
LA #4822-4623-2581 vl 15
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. If any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor, or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS (S 1,000,000);
LA 91822-3623-2581 v 1 16
(4) Contractual General Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated. and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA #49`46'3-2581 N 1 17
AGREEMENT FOR
MONITORING AND MAINTENANCE OF THE BURGLAR ALARM SYSTEMS FOR
CITY HALL, CIVIC CENTER, AND THE CITY YARD
�1.
MONITORING AND MAINTENANCE OF THE FIRE AND BURGLAR ALARM
SYSTEMS AND MAINTENANCE OF THE CLOSED CIRCUIT TELEVISION (CCTV)
SYSTEM FOR THE LIVE OAK PARK COMMUNITY CENTER AND ANNEX
Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
POST ALARM
a corporation
July 1, 2013
AGREEMENT FOR
MONITORING AND MAINTENANCE OF THE BURGLAR ALARM SYSTEMS FOR
CITY HALL, CIVIC CENTER, AND THE CITY YARD
MONITORING AND MAINTENANCE OF THE FIRE AND BURGLAR ALARM
SYSTEMS AND MAINTENANCE OF THE CLOSED CIRCUIT TELEVISION (CCTV)
SYSTEMS FOR THE LIVE OAK PARK COMMUNITY CENTER AND ANNEX
This Agreement for Monitoring and maintenance of the burglar alarm systems at City
Hall, Civic Center, and the City Yard and Monitoring and maintenance of the fire and burglar
alarm systems and maintenance of the CCTV system at the Live Oak Park Community Center
and the Live Oak Park Community Center Annex ("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 monitoring and maintenance services for the burglar
alarm systems specified in the Scope of Services attached hereto and incorporated herein by
reference as Exhibit "A" ["Services"]. Contractor agrees to fumish, 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.
1.3 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
LA#4822-4e2+-2581 v1 I
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 two (2) years 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 11 [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 terns 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 perforin 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.
LA 43822-1623-2581 v1 7
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
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
LA 44822-4623-2581 yr 3
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 Aanrenticeable 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 Pavroll 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 Prevailins Waee Laws. Contractor represents and warrants that it is aware
of the requirements of California Labor Code Section 1720, et seq., and 1770, et sem., as well as
California Code of Regulations, Title 8, Section 1600, 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. 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. Notwithstanding the foregoing,
the parties agree that because CITY is a Charter City, and the Services provided are local in
nature and of municipal concern, Sections 1720. et seq., and 1770, et seq., shall not apply.
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,
LA #4822-4623-281 vl 4
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 sem., 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,
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? Limitation on Scone of Indemnitv. The parties agree that Section 4.1
[indemnity] shall be interpreted to impose on Contractor only a requirement to indemnify,
defend, release, and hold the Agency, the City, and their respective officials, officers. employees,
agents, and contractors harmless from and against any Action, liability, loss, damage, entry,
judgment, order, lien, and Costs and Expenses that arise out of any act or omission of Contractor,
or its officers, directors. employees, agents, or contractors while on the job site or traveling to or
from the job site. With respect to any indemnification, defense, release or holding harmless
arising out of the operation of the alarm system or the services that are considered part of the
alarm system, the "Post Alarm Systems Purchase and Monitoring Agreement' separately entered
into between the City and the Contractor will govern.
4.3 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,
LA#48'_2-46'_3-2581 v1 5
notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to
commencement of the Action.
4.4 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 anv other costs or expenses, the award of which a court of competent jurisdiction may
determine to bejust and reasonable.
4.5 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, el 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 .req.; the Clean Air Act,
42 U.S.C. §7401, el seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste
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, el 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 .req.; 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, lacy, 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 Insnection. Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. Any and
LA #482'-4623-2581 N1 6
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 Convina. 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
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
performed. 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
LAR4822-4623-2581 al 7
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
Section intentionally deleted. No bonds necessary for these services.
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
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.
LA 848.2.z46.2.3-2581 vt
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 Los Angeles. In the event of
litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,
located in Los Angeles, 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 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.
LA #4822-1623-2581 v1 9
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.
LA 4482-14t-13-21581 v1 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
City Manager
APPROVED AS TO FORM:
City Attorney
I A 44822-4623-2x81 Ni 11
CONTRACTOR:
10
(Authorized Officer)
Title
Print Name
Phone
EXHIBIT "A" SCOPE OF SERVICES
1. CONTRACTOR shall provide ongoing monitoring and maintenance of the burglar alarm
systems for City Hall located at 9701 Las Tunas Drive; Civic Center located at 5938
Kauffman Avenue; and the City Yard located at 9167 La Rosa Drive.
CONTRACTOR shall provide ongoing monitoring and maintenance of the fire and burglar
alarm systems for the Live Oak Park Community Center and the Live Oak Park Community
Center Annex (Youth Center) located at 10144 Bogue Street.
CONTRACTOR shall provide maintenance of the closed circuit television (CCTV) systems
located at Live Oak Park.
EXHIBIT "B" SCHEDULE OF PERFORMANCE
CONTRACTOR shall provided services identified in Exhibit "A" on an ongoing basis.
Monitoring is to be provided 24 hours per day. Service is to be provided as needed to keep the
systems operational.
EXHIBIT "C" COMPENSATION
The CITY shall pay CONTRACTOR to perform the services provided for herein as follows:
$ 32.00/mo
Monitoring of Burglar Alarm (Da City Hall
$ 25.00/mo
Service Contract for Burglar Alarm @ City Hall
$ 32.00/mo
Monitoring of Burglar Alarm @ Civic Center
$ 25.00/mo
Service Contract for Burglar Alarm (Da Civic Center
$ 32.00/mo
Monitoring of Burglar Alarm (Da City Yard
$ 25.00/mo
Service Contract for Burglar Alain (a), City Yard
$ 61.95/mo
Monitoring of Fire Alarm r) LOP Community Center
$ 25.00/mo
Service Contract for Fire Alarm r) LOP Community Center
$ 32.00/mo
Monitoring of Burglar Alain C) LOP Community Center
$ 25.00/mo
Service Contract for Burglar Alain C LOP Comm. Center
$ 30.00/mo
Monitoring of Burglar/Fire Alarm (a), Anes (Youth Center)
$ 25.00/mo
Service Contract for Burglar/Fire Alain @ Anes (Youth Cntr.)
$110.00/mo
Service Contract for CCTV system (Da Live Oak Park
LA 41822-1623-2581 N
EXHIBIT "D" REPRESENTATIVES
City of Temple City
Community Development Department
9701 Las Tunas Drive
Temple City, California 91780
Attn: Bryan Ariizumi
Facsimile: (626) 285-8192
Post Alarm
47 East St. Joseph
Arcadia, CA 91006
Attn: Fred Dunner
LA #4922-4623-2591 N
EXHIBIT "E" BONDS REQUIRED
None Required
Ln 43822-3623-2581 v 1
EXHIBIT "F" INSURANCE
CONTRACTOR shall not commence work under this contract until CONTRACTOR shall
have obtained all insurance required by this Agreement and such insurance shall have been
approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow
any subcontractor to commence work on any subcontract until all similar insurance
required of the subcontractor shall have been so obtained and approved.
(a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain
during the life of this contract, Worker's Compensation Insurance for all of
CONTRACTOR's employees employed in connection with this Agreement; and
if any work is sublet, CONTRACTOR shall require the subcontractor similarly to
provide Worker's Compensation Insurance for all of the latter's employees,
unless such employees are covered by the protection afforded by
CONTRACTOR. if any class of employees engaged in work under this contract
is not protected under any Workers' Compensation law, CONTRACTOR shall
provide and shall cause each subcontractor to provide adequate insurance for the
protection of employees not otherwise protected. CONTRACTOR shall
indemnify CITY for any damage resulting to it from failure of either
CONTRACTOR or any subcontractor to take out or maintain such insurance.
(b) COMPREHENSIVE GENERAL LIABILITY. PRODUCTS/COMPLETED
OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY
AND CONTRACTUAL GENERAL LIABILITY INSURANCE —
CONTRACTOR shall take out and maintain during the life of this contract such
comprehensive general liability, products/completed operations hazard,
comprehensive general liability and contractual general liability insurance as shall
protect CITY, its elective and appointive boards, officers, agents and employees,
CONTRACTOR, and any subcontractor performing work covered by this
contract, from claims for damage for personal injury, including death, as well as
from claims for property damage which may arise from CONTRACTOR's or any
subcontractor's operations under this contract, whether such operations be by
CONTRACTOR or by any subcontractor. or by anyone directly or indirectly
employed by either CONTRACTOR or any subcontractor, and the amounts of
such insurance shall be as follows:
(1) Public Liabilitv Insurance in an amount of not less than ONE MILLION
DOLLARS ($1,000,000);
(2) Products/Completed Operations Hazard Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
(3) Comprehensive Automobile Liabilitv Insurance in an amount of not less
than ONE MILLION DOLLARS ($1,000,000);
LA #4822-4623-2581 v1
(d) Contractual General Liabilitv Insurance in an amount of not less than
ONE MILLION DOLLARS ($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS ($2,000.000) shall be considered equivalent to the
said required minimum limits set forth hereinabove.
(c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall
be with insurers which are Best A rated, and California Admitted or better. The
CITY of Temple City shall be named as "additional insured" on all policies
required hereunder, and CONTRACTOR shall furnish CITY, concurrently with
the execution hereof, with satisfactory proof of carriage of the insurance required,
and adequate legal assurance that each carrier will give CITY at least thirty (30)
days' prior notice of the cancellation of any policy during the effective period of
the contract.
(d) NOTICE TO COMMENCE WORK — The CITY will not issue any notice
authorizing CONTRACTOR or any subcontractor to commence work under this
contract until CONTRACTOR has provided to the CITY the proof of insurance as
required by subparagraph (c) of this article.
LA 41822-4623-2181 v1
YWCA of San Gabriel Vallev
Attachment
IN-KIND SERVICES AGREEMENT "A"
(Between the Applicant Agency and a Second Party)
Effective July 1, 2013 through June 30, 2014
City of Temple City
(In -Kind Agency)
agrees to provide
YWCA San Gabriel Vallev - Intervale Senior Services with the following
(Applicant Agency)
inkind services:
PROGRAM
TYPE OF SERVICE
RATE PER
SQ/FOOTAGE
TOTAL ANNUAL
CATEGORY
PROVIDED
MONTH
(OR TIME/M0.)
$ VALUE
All Services
Space at Live Oak Park Communitv
Funded by OAA
Center located at:
Title II113, NSIP
10144 Bogue Street
$2.00 sq. ft./mo.
2,530.25 sq. ft.
$
60,726.00
Title IIIC-1, C-2
Temple City, CA
SSP & Linkages
Case Mgt. Space:
$2.00 sq. ft./mo.
112.5 sq. ft
$
2,700.00
Camilla Room
Cash Match
$ 500.00 / mo.
$
6,000.00
TOTAL
$
69,426.00
Agreement Summarv:
The information listed represents the annual in-kind and cash contributions to the YWCA San
Gabriel Valley Intervale Senior Services Collaborative as the lead agency for the delivery of
coordinated/integrated Older Americans Act services, Case Manaeement services, and other related
services to clients in our community. The above constitutes a Use of Facility Agreement between
YWCA Intervale Senior Services and the Citv of Temnle Citv. for space located at the Live Oak
Park Communitv Center, 10144 Bogue Street, Temple Citv. for the operation of services listed
above. Both parties understand and agree that this In-kind Service Agreement is contingent upon
receipt of sufficient funds by either party to operate the programs and/or facilities listed above.
The parties agree that this agreement may be revised as needed during the period 7-2012 to 6-2016.
In -Kind Agency
Citv of Temple Citv
Signature
Title
Date
Applicant Agency
YWCA of Gabriel Vallev
Intervale Senior Services
Signature
Donald E. Herring
Title Senior Services Director
Date