2018/10/01 Executive Facilities Services, Inc. Community Services Dept, Janitorital Services CITY OF MENIFEE
CONTRACTOR AGREEMENT
COMMUNITY SERVICES DEPARTMENT JANITORIAL SERVICES
(OCTOBER 1,2018 THRU DECEMBER 31, 2018)
�y"�� T CONTJkACTOR AGREEMENT ("Agreement") is made and
effective this% day of , 20E("Effective Date") by and between the CITY OF MENIFEE,
a California municipal corporation, ("City") and EXECUTIVE SERVICES, a S Corporation
("Contractor"). City and Contractor 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, Contractor 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"). Contractor 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 will be on a month-to-month basis
and shall begin on October 1,2018 and shall end on December 31,2018 unless the term of this
Agreement is otherwise terminated or extended as provided for in Section 8. The time provided
to Contractor 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. Contractor represents and warrants that Contractor is a
provider of first class work and services and Contractor is experienced in performing the Services
contemplated herein and, in light of such status and experience, Contractor 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 Contractor is engaged in the
geographical area in which Contractor practices its profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assignment of Personnel. Contractor 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, Contractor
shall, immediately upon receiving notice from City of such desire of City, reassign such person or
persons.
1.4 Time. Contractor shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Contractor's obligations
hereunder.
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1.5 Authorization to Perform Services. Contractor 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.
SECTION 2. COMPENSATION.
City hereby agrees to pay Contractor a sum not to exceed FIVE THOUSAND EIGHT
HUNDRED NINETY ONE DOLLARS AND FORTY NINE CENTS DOLLARS ($5,891.49)
notwithstanding any contrary indications that may be contained in Contractor'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 Contractor 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 Contractor for the Services rendered pursuant to this Agreement.
Contractor shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City, Contractor shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. Contractor 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
Contractor and each employee, agent, and subcontractor of Contractor performing the
Services hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Contractor Representative's signature
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
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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 thirty(30)days from the receipt of an invoice that complies with all of the requirements
above to pay Contractor.
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 Contractor 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 Contractor 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 Contractor 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. Contractor 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 Contractor terminates this
Agreement pursuant to Section 8, City shall compensate Contractor 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. Contractor 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, Contractor shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. 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, Contractor, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
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Insurance, indicating that Contractor has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to City. Contractor shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Contractor's compensation. Contractor shall not
allow any subcontractor, consultant, or other agent to commence work on any subcontract until
Contractor 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. Contractor acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Contractor 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 Contractor 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, Contractor 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 Contractor, 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. Commercial General Liability. Contractor, at its own cost and expense,
shall maintain commercial general liability insurance for the term of this Agreement on an
"occurrence" basis, including products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than TWO MILLION
DOLLARS ($2,000,000.00)per occurrence. If 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.
b. Automobile Liability. Contractor, at its own cost and expense, shall
maintain automobile liability insurance for the term of this Agreement covering any auto (Code
1), or if Contractor has no owned autos, hired (Code 8), and non-owned autos (Code 9),with limit
no 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 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
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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.
C. 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.
d. 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.
b. Any failure of Contractor to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers,employees,agents,
and volunteers.
4.3 DOES NOT APPLY TO COMMUNITY SERVICES DEPARTMENT
JANITORIAL SERVICES (OCTOBER 1, 2018 THRU DECEMBER 31, 2018)
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, Contractor 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
(COMMUNITY SERVICES DEPARTMENT JANITORIAL SERVICES (OCTOBER 1,
2018 THRU DECEMBER 31, 2018). The name and address for 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 Contractor..
C. Notice of Reduction in or Cancellation of Coverage. Contractor 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 Contractor,
including the insured's general supervision of Contractor; products and completed operations of
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Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles
owned, leased, or used by Contractor 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. Contractor 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, Contractor 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 Contractor 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. Contractor 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
Contractor 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 Contractor's breach:
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 Contractor to stop work under this Agreement or withhold any
payment that becomes due to Contractor hereunder, or both stop work and withhold any
payment, until Contractor demonstrates compliance with the requirements hereof; and/or
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C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
To the fullest extent permitted by law, Contractor 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 Contractor fails to provide a defense for City, the legal costs of counsel retained by
City) and any judgment, 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 Contractor or by any
individual or entity for which Contractor is legally liable, including but not limited to officers,
agents, employees or subcontractors of Contractor.
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 CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement,Contractor
shall be an independent contractor and shall not be an employee of City. City shall have the right
to control Contractor 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 Contractor accomplishes the Services rendered pursuant
to this Agreement. The personnel performing the Services under this Agreement on behalf of
Contractor shall at all times be under Contractor's exclusive direction and control. Contractor
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. Contractor shall not incur or
have the power to incur any debt,obligation,or liability whatever against City, or bind City in any
manner. Except for the fees paid to Contractor as provided in this Agreement, City shall not pay
salaries, wages, or other compensation to Contractor for performing the Services hereunder for
City. City shall not be liable for compensation or indemnification to Contractor 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, Contractor 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.
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7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Contractor 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 Contractor's employee and
subcontractors. It is understood that it is the responsibility of Contractor 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. Contractor 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 Contractor 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 Contractor 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), Contractor 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. Contractor acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Contractor shall require the same of all subcontractors.
7.3 Licenses and Permits. Contractor represents and warrants to City that Contractor
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.
Contractor represents and warrants to City that Contractor and its employees, agents, and
subcontractors shall, at 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,Contractor 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 Contractor.
8.2 Termination by Contractor. Contractor may cancel this Agreement upon 30 days'
written notice to City.
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8.3 Consequences of Termination. In the event of termination, Contractor shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Contractor delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Contractor or prepared by or for Contractor 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. Contractor understands and agrees
that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor
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 Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a determination
of Contractor'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 Contractor. Contractor may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. Contractor
shall not subcontract any portion of the performance contemplated and provided for herein,other
than to the subcontractors noted in Contractor's proposal, without prior written approval of the
Contract Administrator. In the event that key personnel leave Contractor's employ, Contractor
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 Contractor
shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Contractor. If Contractor 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;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Contractor pursuant to this Agreement;
C. Retain a different Contractor to complete the Services described in
Exhibit A; and/or
d. Charge Contractor the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.
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SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor'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 Contractor prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Contractor 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 Contractor. City and
Contractor 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 DOES NOT APPLY TO STREET SWEEPING.
9.3 Contractor's Books and Records. Contractor 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 Contractor 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 Contractor to maintain shall be made available for inspection, audit,
and/or copying 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
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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 Contractor Representative. All matters under this Agreement shall be handled for
Contractor by Jim Ferrero("Contractor's Representative"). The Contractor's Representative shall
have full authority to represent and act on behalf of Contractor for all purposes under this
Agreement. The Contractor'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 a City
employee, Bryce Howell, Parks/Landscape Supervisor ("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 in this Agreement, Contractor shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Contractor shall be sent to:
EXECUTIVE SERVICES
ATTN: Jim Ferrero
P.O. Box 1700
Riverside, CA 92502
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Bryce Howell, Parks/Landscape Supervisor
with a copy to:
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City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.10 DOES NOT APPLY TO COMMUNITY SERVICES DEPARTMENT
JANITORIAL SERVICES (OCTOBER 1,2018 THRU DECEMBER 31, 2018)
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 Party.
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
Contractor 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.
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. Contractor 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 under this 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 Contractor, or any successor in
interest, in the event of any default or breach by City or for any amount which may become due to
Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
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10.18 No Undue Influence. Contractor 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 Contractor, or from any officer, employee, or agent of
Contractor, 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 Employes. 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 OF MENIFEE CONTRACTOR
0 A /"Q)4t�, -
Arm o G. i a, City Manager
Jim Ferraro,Presi nt
Attest:
t
Debra Ferrar , CFO
Sara Manwaring, City Clerk
[Note: 2 officer's signatures required if
ApproZTRchin
FFoorm: Contractor is a corporation]
Jef eg, City Atto
2859/031858-0001
12775493.1 a09/18/18 —14—
EXHIBIT A
SCOPE OF SERVICES
2859/031858-0001
12775493.1 a09/18/18 EXHIBIT A
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:
Lazy Creek Recreation Center 26480 Lazy Creek Rd
KC North Annex Building 29995 Evans Road
KC West Annex Building 29995 Evans Road
Kay Ceniceros Senior Center 29995 Evans 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.
Lazy Creek Recreation Center: Cleaning is required 5 nights per week, Monday through Friday after
6:00 p.m.
KC North Annex Building: Cleaning is required 3 nights per week, Monday, Wednesday, and
Friday after 6:00 p.m.
KC West Annex Building: Cleaning is required 3 nights per week, Monday,Wednesday,and Friday
after 6:00 p.m.
Kay Ceniceros Senior Center: 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
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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 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 Sample Agreement in Appendix A.
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
the English language and have the authority to make decisions related to the management of the
activities performed by the Contractor's employees.
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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.
CONTRACT TERM
The term of this Agreement shall be for six months. The Agreement may be extended for two
(2)additional one-year terms by the mutual written agreement of the parties. The cost of services
shall remain firm for the term of agreement.
CONTRACT TERMINATION
The City may terminate this Agreement at any time before the expiration of the original term, or
any extension thereof. Services may be terminated by the City upon thirty (30) days written
notice. Services may be terminated by Service Provider upon ninety (90) days written notice.
The City shall compensate Service Provider for all services provided before the actual date of
termination. Upon receipt of Notice of Termination from the City of Menifee, the Service
Provider shall immediately commence discontinuing any and all services provided under this
Agreement.
PAYMENTS TO THE SERVICE PROVIDER
The City shall pay the Service Provider in current funds for the performance of the work, subject
to additions and deductions based upon monthly determination by the City and the acceptability
of the work performed computed in accordance with the Service Provider's accepted proposal
and price schedule. Payment shall be made within thirty(30) days after receipt of an invoice sent
to the City by the Service Provider. The Service Provider shall not invoice the City for services
prior to thirty(30) days following execution of an Agreement with the City and not more frequent
than once every four (4) weeks. The City may withhold payment for any unacceptable service if
the Service Provider has been given notice of the deficiency and has not resolved the service
deficiency within five (5) working days after receipt of a notification from the City. City has the
right to request additional reports and supporting information from Service Provider as deemed
reasonably necessary by City to audit Service Provider's performance under this Agreement.
Service Provider shall provide all additional reports and information requested by City within ten
(10) days of a written request.
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,
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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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City of Menifee Facilities
Janitorial Services Request
Location Monthly Service Price 3 Month Price
Lazy Creek Recreation
Center $ 227.27 $ 681.81
KC North Annex Building $ 225.81 $ 677.43
KC West Annex Building $ 491.40 $ 1,474.20
Kay Ceniceros Senior Center
Building $ 1,019.35 $ 3,058.05
Proposal Total $ 1,963.83 $ 5,891.49
2859/031858-0001
12775493.1 a00/00/00 EXHIBIT A
EXHIBIT B
INSURANCE
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AC"RL> CERTIFICATE OF LIABILITY INSURANCE E
ATE(MMIDD/YYYY)
08/27/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
VickiNAMEVicki ROdr19UeZ
Insurance Incorporated PHONE (g77)ggg_g FAX
6809 Indiana Avenue E CAIL (A/C.No): (951)300-9332
M
Suite 202 ADDRESS: vroddguez@jnsuranceinc.com @insuranceinc.com
INSURERS)AFFORDING COVERAGE NAIC#
Riverside CA 92506 INSURERA: Ohio Security Insurance Co 24082
INSURED California Automobile Insurance CO. 38342
INSURER B
Executive Facilities Services Inc INSURER C: Wesco Insurance Cc 25011
9980 Indiana Ave Ste 8 INSURER D: American Fire and Casualty Co.
INSURER E:
Riverside CA 92503
INSURER F: ==h=A
COVERAGES CERTIFICATE NUMBER: 1819 AL GL WC REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR A=SUER LTR TYPE OF INSURANCE POLICY EFF POLICY EXP
INSD NIVD POLICY NUMBER MMIDD MM/DD LIMITS
X COMMERCIAL GENERAL LIABILITY 1,000,000
EACH OCCURRENCE $
CLAIMS-MADE OCCUR PREMISES Ea occurrence $ 1,000,000
A Y Y BKS57245232
MED EXP(Any one person) $ 15,000
08/02/2018 08/02/2019 1,000,000
PERSONAL BADV INJURY $
GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY JEC LOC
PRODUCTS-COMPlOPAGG $ 2,000,000
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
X ANYAUTO Ea accident
BODILY INJURY(Per person) $
AUTOS ONLY AUTOS
B OWNED SCHEDULED BA040000011844 01/07/2018 01/07/2019 BODILY INJURY(Per accident) S
HIRED NON-OWNED X AUTOS ONLY X AUTOS ONLY PROPERTYDAMAGE
Per accident $
Employee Hired Auto S
X UMBRELLA LIAB X OCCUR 3,000,000
EACH OCCURRENCE $
D EXCESS SS
CLAIMS-MADE ESA57245232 08/02/2018 08/02/2019 3,000,000
AGGREGATE $
DED RETENTION$
WORKERS COMPENSATION $
X PER OTH-
AND EMPLOYERS'LIABILITY YIN STATUTE ER
C ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000
OF nCdato yIn NH) EXCLUDED? ❑ N/A WWC3371637 09/01/2018 09/01/2019
(Mandatory In NH) 1,000,000
If yes,describe under E.L.DISEASE-EA EMPLOYEE S
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT s 1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space Is required)
'Ten-day notice of cancellation provided in the event of cancellation due to nonpayment of premium.
Certificate holder is named as Additional Insured with regard to the General Liability policy per the attached endorsement.
General Liability Waiver of Subrogation applied per the attached endorsement.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
City of Menifee ACCORDANCE WITH THE POLICY PROVISIONS.
29714 Haun Road
AUTHORIZED REPRESENTATIVE
Menifee CA 92586
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD