HomeMy WebLinkAboutAGMT - GOTM Enterprises, DBA Property Care Services (Maintenance Services Agreement) MAINTENANCE SERVICES AGREEMENT
Between
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
GOTM Enterprises, DBA Property Care Services
340 E. Alton Avenue
Santa Ana, CA 92707
714-545-7060
This Maintenance Service Agreement ("the Agreement") is made as of March 9, 2015
(the "Effective Date"), by and between GOTM Enterprises, DBA Property Care Services
("Contractor"), a California corporation, and the City of Seal Beach ("City"), a California
charter city, (collectively, "the Parties").
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RECITALS
A. City desires certain sidewalk maintenance services along Main
Street.
B. Contractor represents that it is qualified and able to provide City
with such services.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as
follows.
AGREEMENT
1.0 Scope of Services
1.1 Contractor shall provide those services ("Services") set forth in the
attached Exhibit A, which is hereby incorporated by this reference. To the extent
that there is any conflict between Exhibit A and this Agreement, this Agreement
shall control.
1.2 Contractor shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
1.3 In performing this Agreement, Contractor shall comply with all
applicable provisions of federal, state, and local law.
1.4 Contractor will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize payment for such work
up to a cumulative maximum of $10,000. Payment for additional work in excess
of$10,000 requires prior City Council authorization.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and
shall continue for a term of three (3) years unless previously terminated as
provided by this Agreement through March 8, 2018. An additional two (2) one-
year contract extensions are available based upon the Contractor's performance
and at the discretion of the City.
3.0 Contractor's Compensation
City will pay Contractor in accordance with the cost proposal set forth in
Exhibit B for Services for a cumulative contract not to exceed amount of
$114,000 for the initial three-year contract term. Any additional work authorized
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by the City pursuant to Section 1.4 will be compensated in accordance with the
bid schedule set forth in Exhibit B.
4.0 Method of Payment
4.1 Contractor shall submit to City monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the services were rendered and shall
describe in detail the services rendered during the period, the days worked,
number of hours worked, the unit bid prices charged, and the services performed
for each day in the period. City will pay Contractor within 30 days of receiving
Contractor's invoice. City will not withhold any applicable federal or state payroll
and other required taxes, or other authorized deductions from payments made to
Contractor.
4.2 Upon 24-hour notice from City, Contractor shall allow City or City's
agents or representatives to inspect at Contractor's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other
records maintained by Contractor in connection with this Agreement. City's
rights under this Section 4.2 shall survive for two years following the termination
of this Agreement.
5.0 Termination
5.1 This Agreement may be terminated by City, without cause, or by
Contractor based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2 This Agreement may be terminated by City upon 10 days' notice to
Contractor if Contractor fails to provide satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
6.0 Party Representatives
6.1 The City Manager is the City's representative for purposes of this
Agreement.
6.2 Orlando Caruso is the Contractor's primary representative for
purposes of this Agreement.
7.0 Notices
7.1 All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
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To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: GOTM Enterprises, DBA Property Care
Services
340 E. Alton Avenue
Santa Ana, CA 92707
Attn: Orlando Caruso
7.2 Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Independent Contractor
8.1 Contractor is not an employee of the City. All services provided
pursuant to this Agreement shall be performed by Contractor or under its
supervision. Contractor will determine the means, methods, and details of
performing the services. Any additional personnel performing services under this
Agreement on behalf of Contractor shall also not be employees of City and shall
at all times be under Contractor's exclusive direction and control. Contractor
shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance,
and workers' compensation insurance.
8.2 Contractor shall indemnify and hold harmless City and its elected
officials, officers, employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all
liability, damages, claims, costs and expenses of any nature to the extent arising
from Contractor's personnel practices. City shall have the right to offset against
the amount of any fees due to Contractor under this Agreement any amount due
to City from Contractor as a result of Contractor's failure to promptly pay to City
any reimbursement or indemnification arising under this Section.
9.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior
written approval of the City. Contractor is fully responsible to City for the
performance of any and all subcontractors.
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10.0 Assignment
Contractor shall not assign or transfer any interest in this Agreement
whether by assignment or novation, without the prior written consent of City. Any
purported assignment without such consent shall be void and without effect.
11.0 Insurance
11.1 Contractor shall not commence work under this Agreement until it
has provided evidence satisfactory to the City that Contractor has secured all
insurance required under this Section. Contractor shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer
to bind coverage on its behalf, and shall be on forms provided by the City if
requested. All certificates and endorsements shall be received and approved by
the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
11.2 Contractor shall, at its expense, procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance
of this Agreement. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code
1 (any auto). Contractor shall maintain limits no less than: (1) General Liability:
$2,000,000 per occurrence for bodily injury, personal injury and property damage
and if Commercial General Liability Insurance or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the
required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for
bodily injury and property damage.
11.3 The insurance policies shall contain the following provisions, or
Contractor shall provide endorsements on forms supplied or approved by the City
to state: (1) coverage shall not be suspended, voided, reduced or canceled
except after 30 days prior written notice by certified mail, return receipt
requested, has been given to the City; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, (3) coverage shall
be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain
of coverage excess of the Contractor's scheduled underlying coverage and that
any insurance or self-insurance maintained by the City, its directors, officials,
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officers, employees, agents and volunteers shall be excess of the Contractor's
insurance and shall not be called upon to contribute with it; (4) for general liability
insurance, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the services or
operations performed by or on behalf of the Contractor, including materials, parts
or equipment furnished in connection with such work; and (5) for automobile
liability, that the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Contractor or for which the Contractor is responsible.
11.4 All insurance required by this Section shall contain standard
separation of insureds provisions and shall not contain any special limitations on
the scope of protection afforded to the City, its directors, officials, officers,
employees, agents, and volunteers.
11.5 Any deductibles or self-insured retentions shall be declared to and
approved by the City. Contractor guarantees that, at the option of the City,
either: (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its directors, officials, officers, employees,
agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
12.0 Indemnification, Hold Harmless, and Duty to Defend
Contractor shall defend, indemnify, and hold the City, its officials, officers,
employees, volunteers and agents serving as independent contractors in the role
of city officials (collectively "Indemnitees") free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any acts or omissions of Contractor, its
employees, or its agents in connection with the performance of this Agreement,
including without limitation the payment of all consequential damages and
attorneys' fees and other related costs and expenses, except for such loss or
damage arising from the sole negligence or willful misconduct of the City. With
respect to any and all such aforesaid suits, actions, or other legal proceedings of
every kind that may be brought or instituted against Indemnitees, Contractor shall
defend Indemnitees, at Contractor's own cost, expense, and risk, and shall pay
and satisfy any judgment, award, or decree that may be rendered against
Indemnitees. Contractor shall reimburse City and its directors, officials, officers,
employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. Contractor's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by Contractor, the City, its directors,
officials, officers, employees, agents or volunteers. All duties of Contractor under
this Section shall survive termination of this Agreement.
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13.0 Equal Opportunity
Contractor affirmatively represents that it is an equal opportunity
employer. Contractor shall not discriminate against any subcontractor,
employee, or applicant for employment because of race, religion, color, national
origin, handicap, ancestry, sex, sexual orientation, or age. Such non-
discrimination includes, but is not limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff, or termination.
14.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every
employer to be insured against liability for Workers' Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and
agrees to comply with such provisions before commencing the performance of
the Services.
15.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, and supersedes all prior negotiations,
understandings, or agreements. This Agreement may only be modified by a
writing signed by both parties.
16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall
not void or affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either
party as a result of this Agreement.
19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a party shall give the other
party any contractual rights by custom, estoppel, or otherwise.
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20.0 Prohibited Interests; Conflict of Interest
20.1 Contractor covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Contractor further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, Contractor shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Contractor shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Contractor "financially interested" (as provided in California
Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Contractor has been retained.
20.2 Contractor further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor
paid or agreed to pay any person or entity, other than a bona fide employee
working exclusively for Contractor, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon any
breach or violation of this warranty, City shall have the right, at its sole and
absolute discretion, to terminate this Agreement without further liability, or to
deduct from any sums payable to Contractor hereunder the full amount or value
of any such fee, commission, percentage or gift.
20.3. Contractor warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non-
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Contractor, and that if any such interest comes to the knowledge of
Contractor at any time during the term of this Agreement, Contractor shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws as described in this subsection.
21.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
22.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
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between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
23.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants
that he or she is duly authorized to execute this Agreement on behalf of said
Party and that by his or her execution, the Contractor is formally bound to the
provisions of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective
authorized representatives have executed this Agreement as of the date and
year first above written.
CITY OF SEAL BEACH CONTRACTOR ORBy: 31 By: C�
Jill R. Ingram, City Ma ager Oil
Name: l Cn U� So
Attest: Its: UOTM to J�`
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By: Tr/ y ° -O By:
Tina Knapp, Acting Cit
Clerk Name:
Its:
Approved as to Form:
By:
St- L. Flo er, City
Att. •T=�
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EXHIBIT A
SCOPE OF WORK
The City seeks a contractor provide for sidewalk maintenance services for Main
Street from Pacific Coast Highway to Ocean Avenue. Upon selection of the
contractor, the resulting contract will authorize the contractor provide the services
outlined below. The City will pay the contractor based on the unit bid pricing
provided by the contractor. Services shall include, but not be limited to:
• Contractor shall provide all labor, equipment, materials and transportation to
perform sidewalk cleaning for the City of Seal Beach. Sidewalk cleaning shall
require the use of a walk-behind or riding pavement scrubber/vacuum
combination unit that collects all wastewater generated from this work. The work
includes removal of all debris, dust, gum, grime and tree litter from stamped
concrete crosswalks and concrete sidewalks as well as clean the lids to all trash
cans located along Main Street between Pacific Coast Highway and Ocean
Avenue. Contractor to walk designated area and perform litter collection
(sidewalks, landscaped areas, planters and tree wells), sweeping and blowing.
The contractor must remove all debris from the area; all water must be captured
using zero-discharge technique and removal of all effluent from the sidewalks.
Contractor must prevent all wastewater from entering the City's storm drain
system. The cleaning process must not damage concrete surfaces and brick
pavers as well as all adjacent areas in any way. The contractor will be
responsible for all damage to the surrounding areas. Prior to commencing work
under this contract, contractor will be required to submit specifications on the
walk-behind or riding scrubber/vacuum combination unit to the City as well as
demonstrate its use and effectiveness in cleaning paved surfaces in the field and
to the satisfaction of the City.
• As part of the Best Management Practices included within the Storm Water
Pollution Prevention Program as part of the City's permit under the National
Pollutant Discharge Elimination System, no waste water discharges will be
allowed into the storm drain system or any drain system. Contractor shall be
responsible for paying any fines or penalties levied by others as a result of
contractor's negligence and violation of water quality requirements. Appropriate
cost for circumvention of the City's storm drain system are assumed by the
Contractor and included in the unit bid pricing for this work. No additional
compensation shall be allowed. A performance deficiency deduction of $400 per
incident shall be levied by the City against the contractor for any water quality
violations noted including not properly capturing the effluent created during the
normal course of work.
• This work will be completed four (4) times per month between the months of
April and September and two (2) times per month between the months of
October and March for a total of 36 cleanings per year. Working hours shall be
10
between 4:00 a.m. and 8:00 a.m., Monday through Friday. Contractor shall
provide the City with an annual schedule of when this work shall be performed
and once accepted, no deviation from the schedule will be allowed unless
approved prior by the City.
• The City reserves the right to order supplemental cleaning in specific areas
where deficiencies have been noted.
• The contractor, upon completion of this work, shall remove all supplies,
materials, debris, rubbish, etc., caused by the cleaning operation and leave all
sites in a neat and orderly condition. All building walls, windows and glass doors
shall be free of water spots and/or mud stains.
• Contractor will be required to provide extraordinary and/or emergency response
services as needed. The cost for this work shall be based upon an hourly rate as
identified in the bid schedule and no additional compensation will be allowed.
Contractor will be required to respond within one-hour of being notified by the
City of an emergency.
Sidewalk Total - .36 Miles/1 ,922 LF.
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EXHIBIT B
COST PROPOSAL SCHEDULE
Item Description Unit of Estimated Unit Price Item Cost
Measure Quantity
Main Street EA 36 $850 $30,600.00
Sidewalk
Maintenance
Services (per scope
of work)
Emergency HR 50 $148 $7,400.00
Response
Total Annual Price $38,000
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