HomeMy WebLinkAboutAGMT - Superior Property Services (Main Street Sidewalk Cleaning) •
PROFESSIONAL SERVICES AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Superior Property Services, Inc.
9129 Perkins St.
Pico Rivera, CA 90660
(562) 801 -9200
This Professional Service Agreement ( "the Agreement ") is made as of October 26, 2009 (the
"Effective Date "), by and between Superior Property Services, Inc. ( "Contractor"), and the City
of Seal Beach ( "City "), a California charter city, (collectively, "the Parties ").
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RECITALS
A. City desires certain professional services.
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 must 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 must control.
1.2. Contractor must 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 Authority.
1.3. In performing this Agreement, Contractor must 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 1 year unless previously terminated as provided by this Agreement.
3.0 Contractor's Compensation
City will pay Contractor for Services but in no event will the City pay more than
$3 ,325/month.
4.0 Method of Payment
4.1. Contractor must submit to City monthly invoices for all services rendered
pursuant to his Agreement. Such invoices must be submitted within 15 days of the end of the
month during which the services were rendered and must describe in detail the services rendered
during the period, the days worked, number of hours worked, the hourly rates 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.
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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 hours notice from City, Contractor must 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 thirty
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. Ron Bruneck 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 U.S. Mail, first class
postage prepaid and addressed to the party at the following addresses:
To City: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: Superior Property Services, Inc.
9129 Perkins St.
Pico Rivera, CA 90660
(562) 801 -9200
Attn: Ron Bruneck
7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
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8.0 Independent contractor
8.1. Contractor is an independent contractor and 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 and 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.
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 must 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
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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); and (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;
and (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, 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 indemnify, and hold the City, its officials, officers, employees,
volunteers and agents serving as independent contractors in the role of city officials (collectively
"Indemnities ") 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
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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.
13.0 Equal Opportunity
Contractor affirmatively represents that it is an equal opportunity employer. Contractor
must 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 be 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 Worker's 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.
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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.
20.0 Prohibited Interests
Contractor maintains 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. For breach or violation of this warranty, City has
the right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall have
any direct interest in this Agreement, or obtain any present or anticipated material benefit arising
therefrom.
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 attorney's fees and
other costs incurred in connection with such action.
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 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 persons executing this Agreement on behalf of the Parties warrant that they are duly
authorized to execute this Agreement on behalf of said Parties and that by their execution, the
Parties are formally bound to the provision 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.
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CITY OF SEAL BEACH CONTRACTOR '�� .�
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By:
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David CarmaAy, City Manager --��
Name: /Ca.€)•�.tJ vra r'tiL
Attest:
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By: AI, /..4 !Ai. Al
Linda Devine, City Clerk By:
Approved as to Form: Name:
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Quinn Barrow, City Attorney
• •
EXHIBIT A
SECTION 1.0- SCOPE OF SERVICES - The City seeks a contractor to provide for sidewalk
cleaning for Main Street from Pacific Coast Highway to Ocean Avenue. Upon selection of the
contractor, the resulting contract will authorize the contractor to provide the services outlined
below. The City will pay the contractor a negotiated fee for services. Services shall include but
are not limited to:
• Contractor shall provide all labor, equipment, materials and transportation (delivery) to
perform sidewalk cleaning services for the City of Seal Beach. Cleaning shall include
debris removal and high-pressure washing to remove dust, gum and grime from
structures, benches, pavers, trash bins and concrete sidewalks. Power Washing Contractor
shall use high-pressure water at a temperature to clean structures, benches, concrete
sidewalks, pavers, trash bins and crosswalks pavers. Contractor to walk designated
sidewalks and perform litter pick-up (sidewalk, landscape 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 affluent from the
sidewalks. The cleaning process must not damage the concrete surfaces and the brick
paver's surface. The process must not damage adjacent areas in any way. The contractor
will be responsible for all damage to the surrounding areas.
• As part of the Best Management Practice included within Storm Water Pollution
Prevention Program required at a regulated facility by the NPDES permit of the Clean
Water Act, no discharges will be allowed into the storm drain system or any type drain
system. Appropriate cost for circumvention of the storm drain system discharges are
assumed incorporated in the bid.
• Main Street sidewalk cleaning shall be perform on a monthly basis. The contractor is
limited to 5 days per month to perform the sidewalk cleaning, time is of the essence.
• The City will provide the water necessary to complete the cleaning of the sidewalks.
• Hours of Maintenance: This job requires that the Contractor work during the hours of
3:00AM to 9:00AM Monday through Friday. Noise sensitive areas shall start between the
hours 7:00 AM to 9:00 AM. Once the contractor has established a schedule, no deviation
will be allowed for any reason unless prior arrangements have been made with the City
Representative.
• The City reserves the right to order cleaning in specific areas. Areas shall be cleaned in
any combination or sequence as determined by the Public Works Director or the
designated representative.
• The contractor, upon completion of the job in any space and prior to final acceptance the
Contractor shall remove all supplies, materials, debris, rubbish, etc. caused by the
• •
operation and leave the finished site in a neat, orderly condition. All walls and glass door
entries shall be free of dirty water and/ or mud stains.
Sidewalk Total- .36 Miles/1,922 LF.
Please see attachment A (Map of Cleaning Area) for limits of work.
SECTION 2.0 - MINIMUM REQUIREMENTS - The City seeks to retain services from a
contractor with demonstrated expertise performing the work described in this contract. The
successful contractor will have a proven and successful track record in providing similar services
said in Section III above. Proven and successful experience is defined as providing evidence of:
1. References from three (3) recent public sector clients with similar projects. Please provide the
names and telephone numbers of the persons to be contacted for verification.
SECTION 3.0 - REQUEST FOR ADDITIONAL INFORMATION - Please direct all questions
regarding: MAIN STREET SIDEWALK CLEANING, City of Seal Beach, 211 Eighth Street,
Seal Beach, CA 90740, Cesar Rangel, Assistant Engineer, (562) 431-2527 ext. 1328.
SECTION 4.0 - INSURANCE - The selected must provide the City with insurance as outlined
in the sample agreement.
SECTION 5.0—PERIOD OF CONTRACT - The contract shall be for a period of twelve (12)
months from the date of execution of the agreement. Prices shall be firm for a period of twelve
(12) months from date of award.
SECTION 6.0— OPTION OF RENEWAL - The contract may be extended subject to written
notice of agreement from the City and successful offeror, for up to two (2) additional twelve (12)
month periods beyond the primary contract period. Said extension shall be subject to the same
terms and conditions as the present contract. Increases shall be contingent upon the current
Consumer Price Index (CPI) with a maximum of up 3% per year if approved by the Director of
Public Works.
SECTION 7.0—CITY RESPONSIBILITIES—None.
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ATTACHMENT A
MAP OF CLEANING AREA
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