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HomeMy Public PortalAboutAgreement_2024-02-01 to 2026-07-01_Ultimate Maintenance Services, Inc._Janitorial Services city facilities_23-014CAgreement FOR CITYWIDE JANITORIAL SERVICES Between THE CITY OF TEMPLE CITY And ULTIMATE MAINTENANCE SERVICES, INC. Dated JANUARY 16, 2024 Agreement FOR CITYWIDE JANITORIAL SERVICES This Agreement for janitorial services ("Agreement") is entered into as of the date referenced on the cover page ("Effective Date") between the City of Temple City, a charter city and municipal corporation ("City"), and Ultimate Maintenance Services, Inc., a ("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 Term. Subject to the provisions of Section 9 [Termination] of this Agreement, the term of this Agreement is for two (2) years and five (5) months commencing on February 1, 2024 ("Term"). The Agreement may be renewed for up to an additional three (3) years upon mutual consent of the Parties. 1.2 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those tree maintenance services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" [Scope of Services] ("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. The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City's staff and consultants at all reasonable times. 1.3 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 the 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 the Extra Work in accordance with Section 10.10 [Amendments] and Section 10.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.4 Schedule of Performance. 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] ("Schedule of Performance"). Modifications to the Schedule of Performance must be agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor. 1.5 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra 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. 1.6 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 Services, 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 its 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 Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Services. 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 Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.7 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 to Contractor for the Services shall not exceed the total price or "not to exceed" amount set forth in Exhibit "C," without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. 2.2 Payment of Compensation. Contractor shall submit periodic (monthly or quarterly as specified in Exhibit "C") invoices together with an itemized statement of Services provided. The statement shall describe the Services provided 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 requirements 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 and 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. Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. 3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.6 Labor Code and Prevailing Wage Requirements. 3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code. 3.6.3 Payroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. 3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et sue., 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 and Contractor shall provide City with proof that it and all of its subcontractors (if any) are registered with the Department of Industrial Relations as required by Labor Code Section 1725.5. 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 any location where the Services are performed. 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. §§ 1101, et seq., 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 City, Contractor shall indemnify, defend, and hold harmless the City, and its officers, employees and agents, from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any Action arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the City indemnitees or at the City's option, reimburse the City indemnities their costs of defense, including reasonable legal fees, incurred in defense of such claims. 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 City incurs or makes to, or on behalf of, an injured employee under City's workers' compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its 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 and that payment by City is not a condition precedent to enforcement of this indemnity. 4.2 Action. For purposes of this Agreement, "Action" shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court -ordered, binding, or non -binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. 4.3 Costs and Expenses. For purposes of this Agreement, "Costs and Expenses" shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. 4.4 Hazardous Substances. For purposes of this Agreement, "Hazardous Substances" shall mean any and all of the following: a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste 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 expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5.1.2 Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used, reused or otherwise disposed of by 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. [intentionally removed] [intentionally removed]. SECTION 7. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer or employee of City will be personally liable to Contractor in the event of any default or breach by the City or for any amount that may become due to Contractor. SECTION 8. BONDS 8.1 Performance and Payment Bonds. If required by law or specifically required by City as set forth in Exhibit "E" [Bonds Required], attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with Contractor's execution of this Agreement, but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total, not -to -exceed compensation indicated in Exhibit C, and in a form provided or approved by the City. 8.2 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. 8.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety with a current A.M. Best's rating no less than A:VlIl and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. SECTION 9. TERMINATION. 9.1 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 thirty (30) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non -disputed Services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation. 9.2 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 fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. SECTION 10. GENERAL PROVISIONS 10.1 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. 10.2 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 Services until the same is fully completed and accepted by City. 10.3 Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner, and that Contractor's failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City's right to treat such non- performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor is subject to payment of $500 per failure to perform, per day. City may, at its election. deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City. 10.4 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. 10.5 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. 10.6 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. 10.7 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. 10.8 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). 10.9 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. 10.10 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Temple City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void. 10.11 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 10.12 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 addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 10.13 Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. 10.14 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 Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. 10.15 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 and Costs and Expenses, in addition to any other relief to which it may be entitled. 10.16 Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. 10.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10.18 Authority to Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 10.19 Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 9.10 [Amendment] and the City Manager's contracting authority under the Temple City Municipal Code. Gre: Murp , City Attorney IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMPLE CITY Bryan Cook, City Manager ATTEST: Peggy Kuo,'City Clerk APPROVED AS TO F M: CONTRACTOR: By: (Authorized Officer) Name: a a a b P. 1iA ?- v' 0 Title: (2nd signature required if Corporation, Incorporation or Limited Liability Corporation) By: (Authorized Officer) Name: C (c CA Title: C -e c re-(--- 2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of \US cir1W3 On 01)1?) 2024 before me, irie er)vtkatclui noy 1 VL (insert name and title of the officer) personally appeared 3Swa J dD P • mV aUd 1 Su t&I'lle/r,1 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hind and official seal. C.) Signatur'��� ----� (Seal) ISRAEL CO No. A3ADO3 NOTARYLOS ANGELES COUNTY C7 My Comm. Exp. DES Clear Form Print Form . EXHIBIT "A"SCOPE OF SERVICES Contractor will furnish all necessary equipment, materials and personnel for the completion of the work in a timely and organized manner. LIVE OAK PARK COMMUNITY CENTER, ANNEX AND OUTDOOR RESTROOMS 10144 Bogue Street Temple City, CA 91780 I. General Services The Contractor shall perform the following tasks for both the Live Oak Park Community Center and Live Oak Park Annex buildings unless otherwise specified. Work cannot start at the Live Oak Park Community Center until after 10:00 p.m. nightly. Work cannot start at the Live Oak Park Annex until after 9:00 p.m. nightly: A. General Cleaning The following shall be performed on a daily basis, seven (7) days per week, Annex five (5) days per week as determined by the City: 1. Empty all waste containers and place trash in dumpster. Replace trash bags as needed. 2. Clean all desks, file cabinets, tables, equipment and other office furniture. 3. Clean all counter tops, removing handprints, ink and other marks. 4. Clean and polish all drinking fountains. 5. Remove cobwebs throughout entire facility. 6. Sweep with chemically treated dust -mop all hard flooring, and damp -mop as needed to remove spills, stains, etc. 7. Vacuum all carpeted areas. Spot clean as needed to remove spills, stains, etc. 8. Spot clean windows, partitions and doors. 9. Clean exterior patio area tables, chairs and concrete surfaces. 10. Thoroughly clean lobby area, including floors, walls, doors and tables. 11. Clean exterior walkways and steps as necessary. 12. Turn off all designated lights, lock doors and set alarm upon leaving facility. B. Kitchen Cleaning The following shall be performed on a daily basis, seven (7) days per week, Annex five (5) days per week as determined by the City: 1. Wipe all tables, counters and appliance exterior surfaces with appropriate cleaning agents for stainless steel surfaces. 2. Wet -mop the entire floor with mop designated exclusively for use in kitchen area. 3. Refill all paper towel dispensers and soap containers. C. Restroom Cleaning The following shall be performed on a daily basis, seven (7) days per week. This section includes all indoor and outdoor restroom facilities at Live Oak Park; exterior of the Community Center and Annex (5 days per week), concession stand and adjacent to the basketball courts. 1. Empty all waste containers and replace trash bags. 2. Clean and disinfect all commodes and urinals. 3. Clean all restroom partitions. 4. Clean sinks and counter tops. 5. Clean and polish all chrome and stainless steel. 6. Clean exterior/interior of all doors. 7. Clean all mirrors. 8. Clean and disinfect diaper -changing stations. 9. Spot clean walls to remove smudges and marks 10. Refill all soap containers, paper products, toilet paper, paper towels, etc. 11. Sweep and wet -mop all floors, with mop designated exclusively for use in restroom facilities. D. Vinyl Floors 1. Buff and polish all vinyl floors eight (8) times a year. 2. Strip and wax all vinyl floors on a quarterly (4 times a year) basis. E. Children's Activity Rooms in the Live Oak Park Community Center The following shall be performed on a daily basis, seven (7) days per week: 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, paper products, toilet paper, paper towels, etc. 6. Sweep and mop floors. 7. Vacuum play carpet. 8. Wipe all table tops. F. Weekly Cleaning for the Live Oak Park Community Center The Contractor shall perform the following tasks on a weekly 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 all doors and door jams. 8. Remove gum from carpets and floors. 9. Dust any exposed water pipes. II. Special Services for the Live Oak Park Community Center The Contractor shall perform the following services for the Live Oak Park Community Center on a scheduled basis as coordinated with City personnel based on facility availability: A. Quarterly The following shall be performed on a quarterly (4 times per year) basis: 1. Machine scrub all quarry tile. 2. Strip and seal interior restroom ceramic tiles floors. 3. Wash all windows in/out and glass room partitions. 4. Clean HVAC vents. B. Annually The following shall be performed on an annual (once per year) basis: 1. Steam -clean lobby furniture. PRIMROSE PARK SINGLE STALL RESTROOM 5940 Primrose Avenue Temple City, CA 91780 I. General Services The Contractor shall perform the following tasks for the Primrose Park outdoor single stall restroom unless otherwise specified. Work cannot start at Primrose Park until after 10:00 p.m. nightly. A. Restroom Cleaning The following shall be performed on a daily basis, seven (7) days per week. 1. Empty all waste containers and replace trash bags. 2. Clean and disinfect all commodes and urinals. 3. Clean restroom walls. 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, paper products, toilet paper, paper towels, etc. 10. Sweep and wet -mop all floors, with mop designated exclusively for use in restroom facilities. CITY HALL, COMMUNITY ROOM, CIVIC CENTER AND OUTDOOR RESTROOMS 9701 Las Tunas Drive Temple City, CA 91780 I. General Services The Contractor shall perform the following tasks for the following facilities unless otherwise specified: 1) City Hall, 2) Community Room, 3) Civic Center and 4) City Hall Outdoor Restrooms. Work shall be conducted at the frequency described below for each task, according to the following schedule: 1. City Hall: Work shall occur Monday through Friday and shall not begin prior to 6:00 p.m. 2. Community Room: Work shall occur Monday through Friday and shall not occur while the room is in use. 3. Civic Center: Work shall occur on Monday and Tuesday evenings. On Tuesday evenings, work shall not begin while any public meeting is in session (typically no earlier than 10 p.m.) 4. City Hall Outdoor Restrooms: Work shall occur seven (7) days per week and shall not begin prior to 10:00 p.m. A. General Cleaning The following services shall be performed on a daily basis, five (5) days per week unless otherwise specified. The Civic Center shall be cleaned on a two (2) days per week basis (Monday and Tuesday). 1. Dust horizontal surfaces of desks, counter tops, table tops, partition tops and bases, computer monitors, filing cabinets and shelving. 2. Spot clean above mentioned areas to remove smudges, spillage, beverage rings, etc. 3. Dust office equipment. 4. Clean front entry glass and interior partition glass. 5. Empty all waste containers and place trash in dumpster. Sanitize each trash receptacle. Replace trash bags as needed. 6. Clean walls behind waste containers to remove over -spillage. 7. Wipe down the outside of break room/kitchen cabinets, refrigerator and microwave. (For the Community Room, one -day per week.) 8. Clean inside of break room/kitchen microwave. (For the Community Room, one -day per week.) 9. Clean thoroughly the break room/kitchen/restroom sinks. 10. Clean and disinfect break room/kitchen counter top and table top. 11. Rinse out and clean coffee pot. 12. Mop thoroughly all hard surface floors with a chemically treated mop head. 13. Damp -mop all ceramic and tile flooring. (For the Community Room, one -day per week.) 14. Vacuum thoroughly carpeted areas with a hepa-grade vacuum, wall to wall, and spot clean as needed. 15. Wipe clean all telephone receivers and dust bases. 16. Disinfect all skin -touched surfaces (e.g. light switches, door handles, drinking fountains, etc.). 17. Remove spots and smudges from walls, doors and kick plates. 18. Remove cobwebs throughout CITY facilities. 19. Turn off all designated lights and lock doors upon leaving facility. 20. Report all maintenance issues in Log Book. B. Restroom Cleaning The following services shall be performed on a daily basis, five (5) days per week except the City Hall Outdoor Restrooms for which the following will be performed on a daily basis, seven (7) days per week. The Civic Center restrooms shall be cleaned on a two (2) days per week basis: 1. Empty waste containers. Wash as necessary. 2. Clean and sanitize the outside of waste containers and dispensers. 3. Clean and disinfect all sinks, toilets and toilet seats. 4. Clean all dispensers, mirrors and fixtures. 5. Refill soap containers, paper products, toilet paper, paper towels, etc. 6. Clean and disinfect door handles and light switches. 7. Clean and sanitize restroom partitions and walls around toilets. 8. Spot clean walls to remove smudges and marks. 9. Dust -mop floors with a micro -fiber mop. 10. Wet -mop floors with a chemically treated mop head. 11. High -dust tops of doors, mirrors and air vents. 12. Use "Consume" to eliminate the smell of urine. 13. Provide, inspect and service the "Natural Breeze Air System," "All Fresh Auto Flush" and "Auto Clean System" services. Refill and replace as needed. II. Special Services The Contractor shall perform the following services on a scheduled basis as coordinated with City personnel and facility availability: A. Monthly The following shall be performed on a monthly (12 times per year) basis: 1. Dust thoroughly all vertical surfaces of office furniture, including desks, tables, chairs, file cabinets, etc. 2. Clean all office furniture and work stations (vacuum fabric partitions). 3. Clean all office equipment, calculators, copy machine, fax machine, etc. 4. Clean fire extinguisher cabinets. 5. High -dust all air vents, tops of doors, door frames, ceiling corners and edges, etc. 6. Low -dust all baseboards and chair bases. 7. Dust window blinds and window sills. 8. Edge carpets along baseboards, filing cabinets and partition bases to remove dust build-up. 9. Dust any exposed water pipes. 10. Clean spots and smudges from walls. 11. Remove gum from carpets and floors. 12. Clean thoroughly interior/exterior of all kitchen appliances. 13. Clean all HVAC vents. B. Semi -Annually The following shall be performed on a semi-annual (2 times per year) basis: 1. Window washing in/out and awnings. 2. Strip, seal and wax restroom floors in City Hall, Community Room, Civic Center and Finance file room. 3. Clean all carpets. C. Annually The following shall be performed on an annual (once a year) basis: 1. Clean all interior walls. 2. Clean all interior light fixtures. 3. Seal ceramic tile floors in Community Room and employee lounge with an acrylic sealant. CITY YARD 9167 La Rosa Drive Temple City, CA 91780 I. General Services The Contractor shall, at least 2 times per week, perform the following tasks for the City Yard location (which consists of a maintenance room/common area of approximately 105 sq ft, an office area of approximately 150 sq ft, a tree crew/common area of approximately 198 sq ft, and 2 restrooms, each approximate 204 sq ft). unless otherwise specified: A. General Cleaning The following shall be performed twice per week: 1. Empty all waste containers and place in the dumpster. Replace trash bags as needed. 2. Clean all desks, file cabinets, tables, equipment and other office furniture . 3. Clean all counter topsremoving handprints, ink and other marks. 4. Clean and polish all drinking fountains. 5. Remove cobwebs throughout entire facility. 6. Sweep with chemically treated dust mop all hard flooring. and damp- mop as needed to remove spills, stains, etc. 7. Spot clean windows , partitions and doors. 8. Thoroughly clean common areas. including floors, walls, doors and tables. 9. Turn off all designated lights, lock doors and set alarm upon leaving facility. B. Restroom Cleaning The following shall be performed once per week: 1. Empty all waste containers and replace trash bags. 2. Clean and disinfect all commodes and urinals. 3. Clean all restroom partitions. 4. Clean sinks and counter tops. 5. Clean and polish all chrome and stainless steel. 6. Clean exterior/interior of all doors. 7. Clean all mirrors. 8. Spot clean walls to remove smudges and marks 9. Refill all soap containers, paper products, toilet paper, paper towels, 10. Sweep and wet -mop all floors, with mop designated exclusively for use in restroom facilities. II. Special Services The Contractor shall provide an initial cleaning which consists of window washing, cleaning VCT tiles, and scrubbing, resealing, and waxing restroom floors and walls. LA #4842-7229-1141 vl 1 EXHIBIT "B" SCHEDULE OF PERFORMANCE Contractor shall provide services identified in Exhibit "A" on a daily, weekly, monthly basis, etc. as specified therein. LA #4842-7229-1141 vi 1 0 EXHIBIT "C" COMPENSATION Service provider shall use the following rates of pay in the performance of the Services: Year 1 (February 1, 2024 — June 30, 2024) 1. Live Oak Park Community Center $36,000.00/year 2. Live Oak Park Annex $12,500.00/year 3. Live Oak Park Outdoor Restrooms $7,200.00/year 4. City Hall $27,000.00/year 5. Community Room $6,250.00/year 6. Civic Center $6,000.00/year 7. City Hall Outdoor Restrooms $3,600.00/year 8. Primrose Park Restrooms $3,600.00/year 9. City Yard $3,400.00/year The total compensation for the Services for Year 1 shall not exceed $43,979.17 as provided in Section 2 "Compensation and Method of Payment" of this Agreement Year 2 (July 1, 2024 — June 30, 2025) 1. Live Oak Park Community Center $36,000.00/year 2. Live Oak Park Annex $12,500.00/year 3. Live Oak Park Outdoor Restrooms $7,265.00/year 4. City Hall $27,000.00/year 5. Community Room $6,250.00/year 6. Civic Center $6,000.00/year 7. City Hall Outdoor Restrooms $3,600.00/year 8. Primrose Park Restrooms $3,600.00/year 9. City Yard $3,400.00/year The total compensation for the Services for Year 1 shall not exceed $105,615.00 as provided in Section 2 "Compensation and Method of Payment" of this Agreement Year 3 (July 1, 2025 — June 30, 2026) 1. Live Oak Park Community Center $36,800.001year 2. Live Oak Park Annex $13,200.00/year 3. Live Oak Park Outdoor Restrooms $7,265.00/year 4. City Hall $27,000.00/year 5. Community Room $6,250.00/year 6. Civic Center $6,250.00/year 7. City Hall Outdoor Restrooms $3,625.00/year 8. Primrose Park Restrooms $3,625.00/year 9. City Yard $3,400.00/year The total compensation for the Services for Year 1 shall not exceed $107,415.00 as provided in Section 2 "Compensation and Method of Payment" of this Agreement. LA #4842-7229-1141 v 1 1 0 EXHIBIT "D" REPRESENTATIVES City of Temple City Attn: Parks and Recreation Department 9701 Las Tunas Drive Temple City, California 91780 Contractor: Ultimate Maintenance Services 4237 Redondo Beach Blvd. Lawndale, CA 90206 Attn: Claudia Salomon, Secretary 310-505-5858 cell 310-542-1474 office LA #4842-7229-1141 vl 1 0 EXHIBIT "E" BONDS REQUIRED NIA LA #4842-7229-1141 vI 1 0 EXHIBIT "F" INSURANCE REQUIREMENTS FOR CITY OF TEMPLE CITY Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts indicated below by check marks, described more fully below, and in a form that is satisfactory to City. General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Umbrella or excess liability insurance. [Optional depending on limits required] Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Other provisions or requirements for insurance: LA #4842-7229-1141 vl 1 Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his agents, representatives, employees or subconsultants. Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. Agency's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall LA #4842-7229-1141 vl 2 require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of contract provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. Pass through clause. Contractor agrees to ensure that its sub -consultants, sub- contractors, 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 and endorsements 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. LA #4842-7229-1141 vi 3 Contractor agrees that upon request, all AgreementS with consultants, subcontractors, and others engaged in the project will be submitted to City for review. Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation. Self -insured retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. LA #4842-7229-1141 vl 4