2016/04/01 Executive Facilities Services, Inc. FY16/17 Facility janitorial services CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
FOR FACILITY JANITORIAL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective this 1st day of
July, 2016 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corporation,
("City") and Executive Services, a (California Corporation, C Corporation, Limited Liability Corporation,
Limited Liability Partnership, Sole Proprietorship, etc.) ("Consultant"). City and Consultant may
sometimes herein be referred to individually as a "Party" and collectively as the "Parties."
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City
the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by
this reference (the "Services"). Consultant will perform subsequent task orders as requested by the
Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on April 1, 2016 and shall end
on June 30, 2017 unless the term of this Agreement is otherwise terminated or extended as provided for
in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall
not affect City's right to terminate this Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the Services
required pursuant to this Agreement in the manner and according to the standards observed by a
competent practitioner of the profession in which Consultant is engaged in the geographical area in which
Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the
term of this Agreement,desires the reassignment of any such persons,Consultant shall,immediately upon
receiving notice from City of such desire of City, reassign such person or persons.
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1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to
this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder.
1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the
Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization
from the Contract Administrator.
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SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed ELEVEN THOUSAND EIGHT HUNDRED
SIXTY-EIGHT DOLLARS AND NO CENTS ($11,868.00) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the
amount of compensation,this Agreement shall prevail. City shall pay Consultant for the Services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below
shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City,Consultant shall not bill City for duplicate services performed by more than
one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement,
based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
b. The beginning and ending dates of the billing period;
C. A "Task Summary" containing the original contract amount, the amount of prior
billings,the total due this period,the balance available under this Agreement,and the percentage
of completion;
d. At City's option, for each item in each task, a copy of the applicable time entries
or time sheets shall be submitted showing the name of the person performing the Services, the
hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the Services
hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative's signature.
Invoices shall be submitted to:
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City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments,based on invoices received,for the
Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have
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thirty(30) days from the receipt of an invoice that complies with all of the requirements above to pay
Consultant.
2.3 Final Payment. City shall pay the last five percent (5%) of the total amount due pursuant
to this Agreement within sixty(60) days after completion of the Services and submittal to City of a final
invoice, if all of the Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment
for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entirety of the Services performed
pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such
an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not
exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that City or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of
the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in
order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities
and equipment necessary to perform the services required by this Agreement. City shall make available
to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records
and the information in possession of City. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance telephone or
other communication charges,vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall
procure the types and amounts of insurance checked below and provide Certificates of Insurance,
indicating that Consultant has obtained or currently maintains insurance that meets the requirements of
this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance j
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policies required by this section throughout the term of this Agreement. The cost of such insurance shall
be included in Consultant's compensation. Consultant shall not allow any subcontractor, consultant or
other agent to commence work on any subcontract until Consultant has obtained all insurance required
herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution. Consultant
acknowledges the insurance policy must cover inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code.
Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with
limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION
DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per
policy. In the alternative, Consultant may rely on a self-insurance program to meet those requirements,
but only if the program of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the California Labor Code shall
be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or
Consultant, if a program of self-insurance is provided,shall waive all rights of subrogation against City and
its officers, officials, employees, and authorized volunteers for loss arising from the Services performed
under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this Agreement in an amount not
less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence,combined single limit coverage,for risks
associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00)
general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations
aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other
form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the
Services to be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection against
claims arising from bodily and personal injury, including death resulting therefrom, and damage to
property resulting from the Services contemplated under this Agreement, including the use of hired,
owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile
coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2,
8, and 9. No endorsement shall be attached limiting the coverage.
C. Additional requirements. Each of the following shall be included in the insurance
coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
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b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees, agents, and
volunteers.
4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for licensed professionals
performing the Services pursuant to this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-
insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds
TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later
than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this Agreement
or completion of the Services, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the Effective Date of this
Agreement, Consultant must provide extended reporting coverage for a minimum of
five (5) years after the expiration or termination of this Agreement or the completion of
the Services. Such continuation coverage may be provided by one of the following:
(1) renewal of the existing policy; (2)an extended reporting period endorsement; or
(3) replacement insurance with a retroactive date no later than the commencement of
the Services under this Agreement. City shall have the right to exercise, at Consultant's
sole cost and expense, any extended reporting provisions of the policy, if Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to City
prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed
with insurers with a Bests' rating of no less than A:VII and admitted in California.
b. Verification of coverage. Prior to beginning the Services under this Agreement,
Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy
language granting additional insured status complete certified copies of all policies, including complete
certified copies of all endorsements. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of
Insurance must include the following reference: City Hall Janitorial Services. The name and address for
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Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee,
29714 Haun Road, Menifee,CA 92586. City must be endorsed as an additional insured for liability arising
out of ongoing and completed operations by or on behalf of Consultant.
C. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide
written notice to City within ten (10) working days if: (1)any of the required insurance policies is
terminated; (2)the limits of any of the required polices are reduced; or(3)the deductible or self insured
retention is increased.
d. Additional insured: primary insurance. City and its officers, employees, agents,
and authorized volunteers shall be covered as additional insureds with respect to each of the following:
liability arising out of the Services performed by or on behalf of Consultant,including the insured's general
supervision of Consultant; products and completed operations of Consultant, as applicable; premises
owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the
course of providing the Services pursuant to this Agreement. The coverage shall contain no special
limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized
volunteers. The insurance provided to City as an additional insured must apply on a primary and non-
contributory basis with respect to any insurance or self-insurance program maintained by City.Additional
insured status shall continue for one (1)year after the expiration or termination of this Agreement or
completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is primary
insurance with respect to City and its officers, officials,employees, and volunteers, and that no insurance
or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the written
approval of City for the self-insured retentions and deductibles before beginning any of the Services.
During the term of this Agreement, only upon the prior express written authorization of
the Contract Administrator, Consultant may increase such deductibles or self-insured retentions with
respect to City,its officers,employees,agents,and volunteers. The Contract Administrator may condition
approval of an increase in deductible or self-insured retention levels with a requirement that Consultant
procure a bond guaranteeing payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in
writing a variation in the foregoing insurance requirements, upon a determination that the coverage,
scope, limits, and forms of such insurance are either not commercially available, or that City's interests
are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements to the extent and within the
time herein required, City may, at its sole option, exercise any of the following remedies, which are
alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
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a. Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold any payment, until
Consultant demonstrates compliance with the requirements hereof; and/or
C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a professional
standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall
indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its
officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs,
damages, expenses, liabilities, liens, actions, causes of action (whether in tort,contract, under statute, at
law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including
reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature
and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any
judgment (collectively, "Claims") to the extent same are caused in whole or in part by any negligent or
wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any
entity or individual that Consultant shall bear the legal liability thereof)in the performance of professional
services under this Agreement.
5.2 Indemnification for Other than Professional Liability. Other than in the performance of
professional services and to the full extent permitted by law, Consultant shall indemnify, protect,defend
(with counsel selected by City),and hold harmless City,and any and all of its officers,employees,officials,
volunteers, and agents from and against any and all Claims, where the same arise out of, are a
consequence of,or are in any way attributable to, in whole or in part,the performance of this Agreement
by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited
to officers, agents, employees or subcontractors of Consultant.
5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims
occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release
City from liability arising from gross negligence or willful acts or omissions of City or any and all of its
officers, officials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment
of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control
the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The
personnel performing the Services under this Agreement on behalf of Consultant shall at all times be
under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner
represent that it or any of its officers,employees,or agents is in any manner officers,officials,employees,
or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability
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whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in
this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing
the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant
for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City,
state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its
employees, agents, and subcontractors providing services under this Agreement shall not qualify for or
become entitled to any compensation, benefit, or any incident of employment by City, including but not
limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an
employee of City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with
all applicable local, state, and federal laws and regulations applicable to the performance of the work
hereunder. Consultant shall not hire or employ any person to perform work within City or allow any
person to perform the Services required under this Agreement unless such person is properly documented
and legally entitled to be employed within the United States. Any and all work subject to prevailing wages,
as determined by the Director of Industrial Relations of the State of California, will be the minimum paid
to all laborers, including Consultant's employee and subcontractors. It is understood that it is the
responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be
obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public
Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating
compliance with such requirement shall be maintained in a safe and secure location at all times, and
readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and
appointed boards, members, officials, officers, agents, representatives, employees, and volunteers
harmless from and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys'fees,expert witness fees,court costs, and costs incurred related to any inquiries or
proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the
Services of any applicable local, state, and/or federal law, including, without limitation, any applicable
federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing
wages and hire apprentices); (ii)the implementation of Section 1781 of the Labor Code, as the same may
be amended from time to time, or any other similar law; and/or (iii)failure by Consultant or any party
performing the Services to provide any required disclosure or identification as required by Labor Code
Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by
the Parties that, in connection with performance of the Services, including,without limitation,any and all
public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of
prevailing wages under California law and/or the implementation of Labor Code Section 1781,as the same
may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of
whatsoever nature that are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at
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their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In addition to
the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days'written
notice to City.
8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled
to compensation for the Services performed up to the date of termination; City, however, may condition
payment of such compensation upon Consultant delivering to City any or all documents, photographs,
computer software,video and audio tapes,and other materials provided to Consultant or prepared by or
for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written
amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City
grants such an extension, City shall have no obligation to provide Consultant with compensation beyond
the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a determination of
Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover,
a substantial inducement to City for entering into this Agreement was and is the professional reputation
and competence of Consultant. Consultant may not assign this Agreement or any interest therein without
the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of
the performance contemplated and provided for herein, other than to the subcontractors noted in
Consultant's proposal,without prior written approval of the Contract Administrator. In the event that key
personnel leave Consultant's employ, Consultant shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement
and all provisions of this Agreement allocating liability between City and Consultant shall survive the
expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
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b. Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
C. Retain a different consultant to complete the Services described in Exhibit A;
and/or
d. Charge Consultant the difference between the costs to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City would
have paid Consultant pursuant to Section 2 if Consultant had completed the Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models,
charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of
City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of
this Agreement. It is understood and agreed that the documents and other materials, including but not
limited to those described above, prepared pursuant to this Agreement are prepared specifically for City
and are not necessarily suitable for any future or other use. Any use of such documents for other projects
by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City,
all data, plans, specifications, reports, and other documents are confidential and will not be released to
third parties without prior written consent of both Parties unless required by law.
9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual
license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of
reproduction, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates,test data,survey results,models,renderings,and other documents or works of authorship fixed
in any tangible medium of expression, including but not limited to, physical drawings, digital renderings,
or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all
subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any
Documents and Data the subcontractor prepares under this Agreement. Consultant represents and
warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes
no such representation and warranty in regard to Documents and Data which were prepared by design
professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time,provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to
charges for the Services or expenditures and disbursements charged to City under this Agreement for a
minimum of three (3) years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records shall be maintained in accordance with generally
accepted accounting principles and shall be clearly identified and readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying
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at any time during regular business hours, upon oral or written request of City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of
the State Auditor, at the request of City or as part of any audit of City,for a period of three (3)years after
final payment under this Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an action
for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing Party shall be
entitled to reasonable attorneys'fees and expenses including costs,in addition to any other relief to which
that Party may be entitled; provided, however,that the attorneys'fees awarded pursuant to this Section
shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of
hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the
same action or in a separate action brought for that purpose.
10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the
interpretation and enforcement of this Agreement. In the event that either Party brings any action against
the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in
Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this
Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full
force and effect.
10.4 Section Headings and Subheadings. The section headings and subheadings contained in
this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this
Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term of this
Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and
shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Jim Ferraro ("Consultant's Representative"). The Consultant's Representative shall have
full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his 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.
10.8 City Contract Administration. This Agreement shall be administered by City employee,
Julie Woodruff, Director of Administrative Services ("Contract Administrator"). All correspondence shall
be directed to or through the Contract Administrator or his designee. The Contract Administrator shall
have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided
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I
in this Agreement,Consultant shall not accept direction or orders from any person other than the Contract
Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Jim Ferraro
Executive Services
9980 Indiana Avenue,Suite 8
Riverside, CA 92503
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn:Julie Woodruff
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract Administrator,
the first page of a technical report, first page of design specifications, and each page of construction
drawings shall be stamped/sealed and signed by the licensed professional responsible for the
report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered
Professional with report/design responsibility," as in the following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to
be exclusive in this Agreement, 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
Pa rty.
10.12 Integration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
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.
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10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the
Parties hereto represent and 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)that entering into
this Agreement does not violate any provision of any other Agreement to which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors,
assigns,and all persons claiming under or through them,that in the performance of this Agreement there
shall be no discrimination against or segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status,
sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this
Agreement,there are no intended third-party beneficiaries underthis Agreement and no such other third
parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest,
in the event of any default or breach by City or for any amount which may become due to Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential financial
arrangement,or financial inducement. No officer or employee of City shall receive compensation,directly
or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with
the award of this Agreement or any work to be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City,or their
designees or agents,and no public official who exercises authority over or has responsibilities with respect
to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed
under this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of
the Effective Date.
CITY ENI CONSULTANT
Rob Joh s n, City Manager Jim Ferraro, CEO
Attest*�
Sar Manwaring, City Clerk Debra Blake, CFO
[Note: 2 officer's signatures required if
AppMtorm: Consultant is a corporation]
Jeffgkt. P66ing, City A o ey
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EXHIBIT A
SCOPE OF SERVICES
SCOPE OF WORK
GENERAL CONDITIONS
These General Conditions make additions, deletions, or revisions, as indicated herein. All provisions
which are not added, deleted, or revised, remain in full force and effect. Terms used have the same
meanings assigned in the Request for Proposal documents.
DEFINITIONS
The following respective supplemental definitions shall apply:
CITY REPRESENTATIVE(S)
The City's representative(s)shall be any person(s)designated by the City in writing to the Service Provider.
The City's Representative(s) shall be the only person(s) through whom all communication between the
City and the Service Provider shall be directed.
LOCATION OF THE WORK
Following is a list of each building location to be included:
City Hall 29714 Haun Road
Engineering Dept.Annex 29714 Haun Road
Building Dept.Annex 29714 Haun Road
WORK SCHEDULE
The Service Provider employees shall complete all the work required under the Request for
Proposal documents as specified in the contract documents.
City Hall:Cleaning is required 5 nights per week, Monday through Friday after 6:00 p.m.
Engineering Dept. Annex: Cleaning is required 3 nights per week, Monday, Wednesday, and
Friday after 6:00 p.m.
Building Dept.Annex: Cleaning is required 3 nights per week, Monday,Wednesday,and Friday after 6:00
p.m.
Service Provider shall provide the City with an annual schedule for each building's non-daily services. The
term daily refers to all days that the Service Provider is required to clean. All personnel will adhere to
an agreed upon work schedule for security reasons i.e. exact hours and exact number of personnel in any
one building at any given time. Employees will wear identification badges and company uniforms.
All employees must be at least eighteen (18)years of age and thoroughly trained and qualified in the work
assigned to them. All employees must be able to follow directions and speak an understand English. All
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employees working on site must not have been convicted of a felony. Employees must also be physically
capable of the duties assigned to them, including lifting/moving heavy items,climbing ladders,etc.
Only authorized employees of the Service Provider may perform any services. In the event of the absence
of an employee, for any reason, only an authorized employee of the Service Provider may act as a
substitute. The use of unauthorized personnel on the part of the Service Provider may result in immediate
cancellation without notice.
Service Provider(s)and Service Provider Employees may not allow on City premises any person who is not
an employee or principal with the company, and currently on duty. All paperwork,documents, magnetic
media, and any other media at City offices are considered to be confidential and privileged. Service
Provider's employees are not authorized to read or make use of any paperwork on or in any desks or offices.
LEGAL ADDRESS OF THE CITY
The official address of the City shall be City of Menifee, 29714 Haun Road, Menifee, CA 92586. All
correspondence sent to the Service Provider shall be deemed to have been given when mailed via certified
mail, or delivered to the address specified in the Agreement. Notice to the City of Menifee shall be mailed
via certified mail, or delivered to the legal address of the City.
INSURANCE
Service Provider shall furnish the City with original insurance certificates and endorsements affecting
coverage. The endorsements are to be signed by a person authorized by that insurer to bind coverage
on its behalf. All endorsements are to be received and approved by the City. Insurance requirements are
described in the contract agreement.
LAWS AND REGULATIONS
The work is located in the City of Menifee, in the County of Riverside, State of California. The Service
Provider shall comply with all ordinances, regulations,and other lawful requirements of said City,County,
State,and Federal governing the work on public property.
SUPERVISION
Work performed by employees within the scope of the Service Provider's employees shall be directly
employed and supervised by the Service Provider. The Service Provider shall perform management and
technical supervision required to complete the work according to the English language and have the
authority to make decisions related to the management of the activities performed by the Contractor's
employees.
SUPPLIES
The Service provider shall furnish,as part of this agreement,all necessary cleaning supplies and equipment
to clean and maintain the use of the facility, including but not limited to carts, containers, baskets,
maintenance products, cleaning powders and products, detergents, disinfectants, polishes, vacuum
cleaners, mops, brushes, etc., specific brands may be indicated. Service Provider shall maintain Janitor
Closet and equipment in a safe and clean condition.
The City shall furnish, as part of this contract, all paper products such as toilet paper, hand towels, seat
protectors, sanitary napkins, and including trash liners and all soap products necessary for the public to
utilize the facilities in a proper manner. All soap dispensers shall be maintained by the Service Provider.
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EXTRA WORK
Extra Work must be authorized by the City and shall be shown as a separate item on the invoice submitted
to the City. The invoice for Extra Work shall show the exact location of the work, including the name
and location of the facility. The invoice shall include any supplies used with their unit price and total cost,
the amount of time required to do the job and the cost for labor, providing that labor is chargeable to this
Extra Work.
INSPECTIONS
All of the Service Areas will be inspected regularly by the City. The City may require the Service Provider,
or the local authorized representative, to accompany City staff during inspections, if the City is not
satisfied with the Service Provider's work. The Service Provider or the local authorized representative is
expected to be capable of understanding the deficiencies and authorized to take remedial action in a
manner consistent with the contract requirements and specifications.
UNACCEPTABLE SERVICE
If the City, upon routine inspection, determines that any facility has not been serviced according to the
specifications, a notice outlining the deficiencies will be e-mailed to the company representative or faxed
to the Service Provider's local office. Payment will not be made for any services not provided by Service
Provider. All notices of deficiencies will specify the date when the specified work must be completed.
The date of completion will be less than five (5) days from the date the notice is issued. Failure to
complete the work to the satisfaction of the City by the date specified will result in no payments being
made to the contractor for the missed work.
Prior to re-submitting a request for payment, the Service Provider must request a re-inspection. A re-
inspection request should be completed in writing to the City and either faxed or e-mailed to the City. If
the work is deemed satisfactory upon re-inspection,the City will accept a request for payment,minus a one
hundred dollar($100)charge for re-inspection. Any time an additional inspection is required as a result of
inadequate performance, the one hundred dollar ($100) re- inspection charge will be assessed for each
inspection completed by the City until the specified
work is completed.
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Attachment E - Cost Proposal Bid Form
City of Menifee Facilities
Janitorial Services
Location Monthly Service Price Total Yearly Price
City Hall $ 689.00 $ 8,268.00
Engineering Dept Annex $ 150.00 $ 1,800.00
Building Department Annex $ 150.00 $ 1,800.00
Proposal Total $ 989.00 $ 11,868.00
EXHIBIT A
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