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AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement ") is made and entered
into as 14 day of April, 2003 by and between the CITY OF SEAL BEACH, a municipal
corporation ( "City ") and Service First Commercial Pool System, a California corporation
( "Contractor ").
RECITALS
WHEREAS, City desires to employ the services of the contractor to provide
maintenance, emergency and unit price contract services for the City; and
WHEREAS, Contractor represents that it has the expertise and experience to provide
such services;
NOW THEREFORE, and for good consideration, the City and Contractor agree as
follows:
1. On Call Services. Contractor shall provide the services described below and as
described in Exhibit "A" to the McGaugh School Pool. Contractor shall not proceed
with any work additional work unless directed by the Director of Public Works or his
authorized designee in writing.
2. Description of Services to be Provided. Contractor shall perform maintenance and
service to the two pools and equipment at McGaugh School three times a week and
monthly continually through out the year as described in Exhibit A. Contractor shall
transport and place in service all chlorine and pH neutralizers as needed to maintain a
proper chemical stock. All work shall be completed in conformance with the attached
Exhibit "A" and in conformance with state and local laws.
2.1 Standard Specifications Except as otherwise provided herein, all Work shall be done,
and the contract shall be performed, in accordance with the provisions of the most
current edition of "STANDARD SPECIFICATIONS FOR PUBLIC WORKS
CONSTRUCTION" (commonly known as "the GREEN 'BOOK ") including
Supplements, prepared and promulgated by the Southern California Chapter of the
American Public Works Association and the Associated General Contractors of
California, which specifications are hereinafter referred to as the "Standard
Specifications."
3. Term. Subject to the termination provisions set forth herein below, the term of this
Agreement shall be one (1) year from the date of execution. The parties may extend
the term by written mutual agreement on a year -to -year basis not to exceed an
additional five (5) years.
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4. Party Representatives.
The City designates the following person to act on the City's behalf:
Douglas A. Dancs, P.E., Director of Public Works
The Contractor designates the following person to act on Contractor's behalf:
Bob Glendenning, Director of Sales
5. Attachments. This Agreement incorporates by reference the following Attachments to
this Agreement:
Attachment 1: SCHEDULE OF COMPENSATION
Exhibit A: SPECIFICATION PERFORMED AT EACH SERVICE
6. Integration. This Agreement represents the entire understanding of City and
Contractor as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with regard to those matters covered by
this Agreement. This Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. This Agreement may only
be amended by the mutual consent of the parties by an instrument in writing.
7. Standard of Performance. Contractor agrees that all services shall be performed in a
competent, professional, and satisfactory manner in accordance with the standards
prevalent in the industry, and that all goods, materials, equipment or personal property
included within the services herein shall be of good quality, fit for the purpose
intended.
8. Performance to Satisfaction of City. Contractor agrees to perform all work to the
satisfaction of City within the time specified. If Contractor's work is not satisfactory
in the opinion of City's designated representative, City has the right to take
appropriate action, including but not limited to any or all of the following: (i) meeting
with Contractor to review the quality of the work and resolve matters of concern; (ii)
requiring Contractor to repeat or correct the work at no additional fee until it is
satisfactory; (iii) suspending the delivery of new or additional work to Contractor for
an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as
hereinafter set forth. City's options set forth herein are non - exclusive, and are in
addition to any remedy available at law to City.
9. Prohibition Against Subcontracting or Assignment. Contractor shall not contract
with any other entity to perform in whole or in part the services required hereunder
without the express written approval of City. In addition, neither the Agreement nor
any interest herein may be transferred, assigned, conveyed, hypothecated, or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. In the event of any unapproved
transfer, including in any bankruptcy proceeding, City may void the Agreement at
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City's option in its sole and absolute discretion. No approved transfer shall release
any surety of Contractor of any liability hereunder without the express consent of City.
10. Compensation. Contractor shall be compensated per attached Schedule of
Compensation supplied in Attachment 1.
11. Insurance. Contractor shall have insurance as follows:
11.1 General Liability (including premises and operations, contractual liability,
personal injury, independent contractors liability): One Million Dollars
($1,000,000.00) Single Limit, per occurrence. If commercial general liability
insurance or other form with a general aggregate limit is used, either the general
aggregate shall apply separately to this project, or the general aggregate limit
shall be three times the occurrence limit.
11.2 Automobile Liability (including owned, non - owned, and hired autos): One
Million Dollars ($1,000,000.00), Single limit, per occurrence for bodily injury
and property damage.
11.3 Employer's Liability One Million Dollars ($1,000,000.00) per occurrence for
injuries incurred in providing services under this Agreement (if Contractor is
required to have per the laws of California).
11.4 Workers Compensation Contractor shall, to the extent required by state law,
provide Employee's Insurance Workers' Compensation Insurance for the
protection of Contractor's employees. Contractor shall file a certificate of
insurance which evidences that Contractor is in compliance with said Worker's
Compensation Insurance requirement. Contractor shall require all subcontractors
similarly to provide such Workers' Compensation Insurance and certificates of
insurance for their respective employees.
11.5 General Requirements. All of Contractor's and its sub - contractor's policies of
insurance shall:
A. Name City, its officers, officials, employees, agents,
representatives and volunteers (collectively hereinafter "City and City
Personnel ") as additional insureds and contain no special limitations on the
scope of protection afforded to City and City Personnel;
B. Be primary insurance and shall provide that any insurance or
self - insurance maintained by City or City Personnel shall be in excess of
Contractor's insurance and shall not contribute with it;
C. Be "occurrence" rather than "claims made" insurance;
D. Apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability;
E. Be endorsed to state that the insurer shall waive all rights of
subrogation against City and City Personnel; and
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F. Be written by good and solvent insurer(s) admitted to do
business in the State of California and acceptable to City.
11.6 Deductibles. Any deductibles or self - insured retentions must be declared
to and approved by City prior to the execution of this Agreement by City.
11.7 Notice of Policy Changes. Each such insurance policy shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in coverage
or in limits, non - renewed, or materially changed for any reason, without thirty (30)
days prior written notice thereof given by the insurer to City by U.S. mail, certified, or
by personal delivery. In addition to such notice provided to City by the insurer,
Contractor shall also provide City with thirty (30) days prior written notice, by
certified mail return receipt requested, of the suspension, voiding, cancellation,
reduction in coverage or in limits, non - renewal, or material change for any reason, of
any such insurance policy or policies.
11.8 Evidence of Coverage. Contractor shall furnish City with certificates of
insurance demonstrating the coverage required by this Agreement which shall be
received and approved by City not less than five (5) working days before work
commences. The duplicate originals and original endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf. The procuring of such insurance or the delivery of duplicate originals and
endorsements evidencing the same shall not be construed as a limitation on
Contractor's obligation to indemnify City and City Personnel.
12. Indemnification. Contractor shall indemnify, defend, and hold City and City
Personnel harmless from and against any and all actions, claims, demands, judgments,
attorney's fees, costs, damage to persons or property, penalties, obligations, expenses
or liabilities that may be asserted or claimed by any person or entity arising out of the
acts, errors, or omissions of Contractor, its employees, agents, representatives or
subcontractors in the performance of any tasks or services for or on behalf of City,
whether or not there is concurrent active or passive negligence on the part of City
and/or City Personnel; provided, however, that the Contractor shall not be required to
indemnify, defend or hold harmless City or City Personnel against claims arising from
the sole active negligence or willful misconduct of City or City Personnel. In
connection therewith:
12.1 Contractor shall defend, with Counsel acceptable to City, any action or
actions filed in connection with any such claimed damage, injury, penalty, obligation
or liability, and shall pay all costs and expenses, including attorney's fees, incurred
therewith.
12.2 In the event City and/or any City Personnel is made a party to any action
or proceeding filed or prosecuted for any such claimed damage, injury, penalty,
obligation or liability, Contractor shall defend City and pay to City any and all costs
and expenses incurred by City in such action or proceeding, together with actual
attorney's fees and expert witness fees.
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13. Compliance with Laws. Contractor shall keep fully informed of all State and Federal
laws and County and Municipal ordinances and regulations which in any manner
affect those employed by it or in any way affect the performance of services pursuant
to this Agreement. Contractor shall at all times observe and comply with all such
laws, ordinances, and regulations and shall be responsible for the compliance of all
work and services performed by or on behalf of Contractor. Each and every provision
required by law to be inserted into this Agreement shall be deemed to be inserted, and
this Agreement shall be read and enforced as though they were included.
13.1 This contract is subject to the provisions of Article 1.5 (commencing at
Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding
the resolution of public works claims of less than $375,000. Article 1.5 mandates
certain procedures for the filing of claims and supporting documentation by the
contractor, for the response to such claims by the contracting public agency, for a
mandatory meet and confer conference upon the request of the contractor, for
mandatory nonbinding mediation in the event litigation is commenced, and for
mandatory judicial arbitration upon the failure to resolve the dispute through
mediation. This contract hereby incorporates the provisions of Article 1.5 as though
fully set forth herein.
13.2 This contract is further subject to the provisions of Article 1.7
(commencing at Section 20104.50) of Division 2, Part 3 of the California Public
Contract Code regarding prompt payment of contractors by local governments.
Article 1.7 mandates certain procedures for the payment of undisputed and properly
submitted payment requests within 30 days after receipt, for the review of payment
requests, for notice to the contractor of improper payment requests, and provides for
the payment of interest on progress payment requests which are not timely made in
accordance with this Article. This contract hereby incorporates the provisions of
Article 1.7 as though fully set forth herein.
14. Independent Contractor. Contractor shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly
independent contractor. City shall not in any way or for any purpose become or be
deemed to be a partner or employer of Contractor in its business or otherwise, or a
joint venturer, or a member of any joint enterprise with Contractor. Contractor shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Neither Contractor nor any of Contractor's employees
shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or
other fringe benefits from City; and neither Contractor nor any of its employees shall
be paid by City any wage or overtime benefit. City is under no obligation to withhold
State and Federal tax deductions from Contractor's compensation. Neither Contractor
nor any of Contractor's employees shall be included in the competitive service, have
any property right to any position, or any of the rights a City employee might
otherwise have in the event of termination of employment.
15. Covenant Against Discrimination. Contractor covenants for itself, its heirs,
executors, assigns, and all persons claiming under or through it, that there shall be no
discrimination against any person on account of race, color, creed, relation, sex,
marital status, national origin, or ancestry, in the performance of this Agreement.
Contractor further covenants and agrees to comply with the terms of the Americans
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with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended
from time to time.
16. Termination By City. City reserves the right to terminate this Agreement at any
time, with or without cause, upon written notice to Contractor. Upon receipt of any
notice of termination from City, Contractor shall immediately cease all services
hereunder except such as may be specifically approved in writing by City. Contractor
shall be entitled to compensation for all services rendered prior to receipt of City's
notice of termination and for any services authorized in writing by City thereafter.
17. Waiver. No delay or omission in the exercise of any right or remedy by a non-
defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party require the
party's consent or approval shall not be deemed to waive or render unnecessary the
other party's consent to or approval of any subsequent act. Any waiver by either party
of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
18. Legal Actions. The Municipal and Superior Courts of the State of California in the
County of Orange shall have the exclusive jurisdiction of any litigation between the
parties arising out of this Agreement. This' Agreement shall be governed by, and
construed under, the laws of the State of California. The rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
19. Attorneys' Fees. If either party to this Agreement is required to initiate or defend, or
is made a party to, any action or proceeding in any way connected with this
Agreement, the party prevailing in the final judgment in such action or proceeding, in
addition to any other relief which may be granted, shall be entitled to litigation costs,
including actual attorney's fees and expert witness fees.
20. Force Majeure. The time period specified in this Agreement for performance of
work may be extended by City because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of Contractor, including, but
not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including City,
provided that Contractor shall within ten (10) days of the commencement of such
delay notify City in writing of the causes and length of the delay. If Contractor gives
notice of such delay, City shall ascertain the facts and the extent of delay, and extend
the time for performing the services for the period of the enforced delay, when and if
in the judgments of City, such delay is justified. City's determination shall be made in
writing, and shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against City for any delay in the
performance of this Agreement, however caused. Contractor's sole remedy shall be
extension of this Agreement.
21. Notices. Unless otherwise provided herein, all notices required to be delivered under
this Agreement or under applicable law shall be personally delivered, or delivered by
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United States mail, prepaid, certified, return receipt requested, or by reputable
document delivery service that provides a receipt showing date and time of delivery.
Notices personally delivered or delivered by a document delivery service shall be
effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the
second calendar day following dispatch. Notices shall be delivered to the following
addresses:
To City:
Doug Dancs, P.E., Director of Public Works /City Engineer
City of Seal Beach
211 Eighth Street
Seal Beach, 90740
To Contractor:
Service First Commercial Pool Systems
Bob Glendenning, Director of Sales
18001 Irvine Blvd.
Tustin, CA 92780
22. Time of Essence. Time is of the essence in the performance of this Agreement.
23. Interpretation: Severability. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply. The Section headings are for purposes of
convenience only, and shall not be construed to limit or extend the meaning of this
Agreement. Each provision of this Agreement shall be severable from the whole. If
any provision of this Agreement shall be found contrary to law, the remainder of this
Agreement shall continue in full force.
24. Corporate Authority. The person(s) executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are
duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by
so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound.
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement
for Contract Services as of the date first set forth above.
CITY OF S ' - H CONTRACTOR
By: kar By:
Its: j Mana l er Its: ]\ ( , ;,_, � ,V? • 61)
By:
Its: (,�inc^4.1 Mot m/A- &E+ .
Jerk
APPROVED AS TO FORM:
By:
Its: City Attorney
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ATTACHMENT 1
SCHEDULE OF COMPENSATION
Contractor shall perform the specified work continually throughout the year at a fixed price of
$1,650 per month as specified in Exhibit A. All additional work outside the scope of this
maintenance contract such as additional safety features, repairs and additional maintenance as
requested by the Director of Public Works in writing will be reimbursed on a time and
material basis. The total yearly contract amount shall not to exceed $29,000.
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EXHIBIT "A"
MAINTENANCE SPECIFICATION
1. Contractor shall perform the following operations at each body of water and these
operations will be performed at each service, 3 times a week.
A. Vacuum the bottom surface of each pool if needed.
B. Brush the sides and bottom of each pool as necessary to remove dirt and
debris.
C. Skim debris from the surface of each pool
D. Clean all waterline tiles
E. Remove debris from skimmer baskets
2. Contractor shall perform the following operations and supply all materials, labor and
tools on the pool equipment at each service, 3 times a week as necessary for proper
maintenance.
A. Check and record the following (on-site) free chlorine, total chlorine, pH level,
flow rate, influent pressure, effluent pressure, and temperature.
B. Remove debris from all pump suction strainers as necessary.
C. Backwash filters as necessary to maintain a proper filter differential pressure.
D. Adjust the pool heater to maintain the prescribed pool temperature.
E. Fill all chemical dispensers as necessary to insure an adequate chemical
reserve.
F. Make adjustments to chemical feed equipment to maintain the prescribed
limits.
G. Maintain the pump room to be free of non-essential equipment, used parts,
messes caused by maintenance to the pool equipment, chemical spillage, etc.
3. Contractor shall perform the following operation as indicated for each pool.
A. Monthly Water Analysis
1. Combined chlorine
2. Total alkalinity
3. Calcium hardness
B. Monthly Safety Check
1. Check all safety signs
2. Check all life saving equipment
3. Check for missing or damaged main drain covers
4. Check for missing or damaged deck lids
5. Check for missing or damaged skimmer baskets
6. Check lighting and GFI's
7. Check gates and perimeter barriers
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C. Monthly Pump Room and Equipment Check
1. Check all equipment. Record actual flow rates, influent and effluent
pressures and temperatures
2. Check the equipment for leaks, unusual noises or damage
3. Identify that equipment which needs or will soon need additional service or
replacement.
D. Monthly Record Keeping
1. Labeled with the month, facility, and specific pool
2. Includes all monthly pool readings on the date that they took place,
presented in graphic form with the actual reading at the bottom of the
chart.
3. Includes water analysis results, quantity of materials needed.
4. Includes the monthly safety checks with recommendations.
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