1 PROFESSIONAL SERVICES AGREEMENT
THIS “PROFESSIONAL SERVICES AGREEMENT” (this “Agreement”) is made this day of , 2024 by the CITY OF GARDEN GROVE, a municipal corporation, (“CITY”), and SILVERSTONE PROPERTY MANAGEMENT COMPANY, herein after referred to as ‘‘CONSULTANT”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove Council Resolution No. 9212-14 (January 28, 2014).
2. CITY desires to utilize the services of CONSULTANT to provide comprehensive property, facilities, and project management services including by not limited to, vendor procurement, day -to-day opera tions management, maintenance, future tenant improvements, and 24/7 availability and response to incidental repairs and emergencies on an “as-needed” basis for the city-owned property located at 11277 Garden Grove Blvd, known as Purcell Building.
3. CITY does not have the personnel to accomplish said services.
4. CONSULTANT is qualified by virtue of experience, training, education and expertise to accomplish the required services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement. The term of the agreement shall be for a period of six (6) months from the date of full execution through June 30, 2025 , with options to extend said agreement for four (4) additional one-year periods corresponding the City’s July 1 through June 30 fiscal year. Option years shall be exercised at the end of the set agreement date, at the sole option of the CITY. This agreement may be terminated by the City without cause. In such event, the CITY will compensate CONSULTANT for work performed to date in accordance with Scope of Services Proposal attached as Exhibit “A” and Section 3 of this Agreement. CONSULTANT is required to present evidence to support work performed.
2. Services to be Provided. The services to be performed by CONSULTANT shall consist of the Scope of Services listed in Exhibit “A” and is incorporated herein by reference. Exhibit “A” and this Agreement do not guarantee any specific amount of work. CONSULTANT warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with customary and usual practices in CONSULTANT’S profession and the standards prevalent in the industry for such services. By executing this Agreement, CONSULTANT warrants that it has 2 carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending perf ormance of the work under this Agreement.
3. Compensation. CONSULTANT shall be compensated as follows:
3.1 Amount. CONSULTANT shall be compensated for the services provided under this Agreement pursuant to the fee structure described in Exhibit “A” and made a part hereof by reference. Total compensation payable by CITY to CONSULTANT under this Agreement shall not exce ed the total amount of Fifty Thousand Dollars and 00/100 cents ($50,000.00) for the term of six (6) months. The cost breakdown is detailed as follows:
a) CONSULTANT will establish a trust account which the CONSULTANT will use for reimbursable costs and thir d party contractor expenses associated with property maintenance and emergency repairs. The CITY will deposit into the account Seventeen Thousand Five Hundred Dollars and 00/100 cents ($17,500.00) every t hree (3) months, totaling ($35,000.00) for the first six (6) month period, unless the CITY determines that sufficient reserves remain in the account from the initial deposit. CONSULTANT shall provide updates on the reserve balance at the end of each month and shall notify CITY if the reserve balance falls below $5,000.00.
b) b) Property and Facility Man agement fee shall be a flat $2,500.00 per month , totaling Fifteen Thousand Dollars and 00/1 00 cents ($15,000.00) for the first six (6) month period.
c) c) Unless otherwise mutually agreed by the parties in writi ng, CONSULTANT shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein.
3.2 Payment. For property management services under this Agreement, payment shall be made per invoice submitted by CONSULTANT due and payable within 45 days. Payment shall be made in accordance with the Proposal in Exhibit “A”.
3.3 Records of Expenses . CONSULTANT shall keep complete and accurate records of costs and incidental expenses subject to the fees or reimbursement payable hereunder. These records will be made available at the end of each month and at reasonable times to CITY.
3.4 Termination. CITY and CONSULTANT shall each have the right to terminate this Agreement, without cause, by giving thirty (30) days written notice of termination to the other party. If the Agreement is terminated by CITY, then the provisions of this Section 3 shall apply to that portion of the work completed. In such event, CITY will compensate 3 CONSULTANT for work performed to date in accordance with the Proposal.
CONSULTANT is required to present evidence to support performed work.
4. Insurance Requirements
4.1 Commencement of Work. CONSULTANT shall not commence work under this Agreement until all certificates and required endorsements have been received and approved by the CITY. CONSULTANT shall notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance.
4.2 Workers Compensation Insurance . For the duration of this Agreement, CONSULTANT shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable. The insurer shall waive its rights of subrogation against the CITY, its officers, officials, agents, employees, and volunteers.
4.3 Insurance Amounts. CONSULTANT shall maintain the following insurance for the duration of this Agreement:
a) Commercial general liability in an amount of $1,000,000 per occurrence; (claims made and modified occurrence policies are not acceptable); Insurance companies must be reasonably acceptable to CITY, admitted and licensed in California , and have a Best’s Guide Rating of A-, Class VIII or better;
b) Automobile liability in an amount of $1,000,000 per occurrence; (claims made and modi fied occurrence policies are not acceptable) Insurance companies must be reasonably acceptable to CITY, admitted and licensed in California, and have a Best’s Guide Rating of A-, Class VIII or better.
c) Professional liability in an amount of $1,000,000 per occurrence; Insurance companies must be reasonably acceptable to CITY and have an AM Best’s Guide Rating of A-, Class VIII or better. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the Agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of the agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage w ith the present or new carrier.
The policy under section 4.3 (a) shall include CITY, its officers, officials, employees, agents, and volunteers as additional insureds for liability 4 arising out of work or operations performed by the CONSULTANT to the extent of losses attributable to CONSULTANT’S negligence. CONSULTANT shall provide to CITY proof of insurance and relevant endorsement forms that conform to CITY’s requirements, as approved by the CITY.
The policy under section 4.3 (b) shall include CITY, its officers, officials, employees, agents, and volunteers as additional insureds to the extent of losses attributable to CONSULTANT’S negligence for automobiles owned, leased, hired, or borrowed by CONSULTANT. CONSULTANT shall provide to CITY proof of insurance and relevant endorsement forms that conform to CITY’s requirements, as approved by the CITY.
CONSULTANT’s insurance coverage shall be primary insurance as respects to CITY, its officers, officials, employees, agents, and volunteers to the extent of losses attributable to CONSULTANT’S negligence. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents, or volunteers shall be excess of the CONSULTANT’s insurance and shall not contribute with it.
5. Non-Liability of Officials and Employees of the CITY . No official or employee of CITY shall be personally liable to CONSULTANT in the event of any default or breach by CITY, or for any amount, which may become due to CONSULTANT.
6. Non-Discrimination. CONSULTANT covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONSULTANT shall act and be an independent contractor and not an agent or employee of CITY, and shall obtain no rights to any benefits which accrue to CITY’s employees.
8. Compliance With Law . CONSULTANT shall comply with all applica ble laws, ordinances, codes and regulations of the federal, state and local government.
CONSULTANT shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply w ith, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The CITY makes no warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Disclosure of Documents. All documents or other information developed or received by CONSULTANT are confidential and shall not be disclosed without authorization by CITY, unless disclosure is required by law.
5 10. Ownership of Work Product . All documents or other information developed or received by CONSULTANT shall be the property of CITY. CONSULTANT shall provide CITY with copies of these items upon demand or upon termination of this Agreement.
11. Conflict of Interest and Reporting . CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of t his Agreement.
12. Notices. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
(a) Address of CONSULTANT is as follows:
Silverstone Property Management Company
388 E Valley Blvd Ste 105
Alhambra, CA 91801
Attn: Cloe Learn, CPM
[email protected]
(626) 458-6262
(b) Address of CITY is as follows (with a copy to):
Eric Hong/Alana Cheng City Attorney
Economic Development & Housing Dept. City of Garden Grove City of Garden Grove P.O. Box 3070
P.O. Box 3070 Garden Grove, CA 92840
Garden Grove, CA 92840
[email protected]
(714) 741-5337
13. CONSULTANT’S Proposal . This Agreement shall include CONSULTANT’ s proposal dated November 15, 2024 , on file with the City Clerk , which is incorporated herein by reference. In the event of any inconsistency between the terms of the Proposal and this Agreement, this Agreement shall govern.
14. Licenses, Permits and Fees. At its sole expense, CONSULTANT shall obtain a Garden Grove Business License, all permits and licenses as may be required by this Agreement.
15. Familiarity With Work. By executing this Agreement, CONSULTANT warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement.
Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall 6 immediately inform CITY of this and shall not proceed, except at CONSULTANT’S risk, until written instructions are received from CITY.
16. Time of Essence. Time is of the essence in the performance of this Agreement.
17. Limitations Upon Subcontracting and Assignment.
a. The experience, knowledge, capability and reputation of CONSULTANT, its principals and employees were a substantial inducement for CITY to enter into this Agreement. CONSULTANT shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONSULTANT is permitted to subcontract any part of this Agreement, CONSULTANT shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work w ill be considered contractors or agents of CONSULTANT. CITY will deal directly with and will make all payments to CONSULTANT.
b. It is intended in this Agreement that CONSULTANT shall negotiate contracts on behalf of CITY with third party vendors ("Vendors") for minor repairs, maintenance and servicing of the Property, consistent with industry standards. Such service contracts shall be entered into with Vendors by CONSULTANT as agent for and in the name of CITY and terminable with respect to the Property on 30 days' notice or less, unless otherwise approved by CITY. CONSULTANT shall require Vendors to provide insurance and indemnify the CITY to the same extent as required of CONSULTANT pursuant to this Agreement.
18. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
19. Indemnification. To the fullest extent permitted by law, CONSULTANT agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, to the extent attributed to the negligence, recklessness and/or intentional wrongful conduct of CONSULTANT, CONSULTANT'S agents, officers, employees, subcontractors, or independent contractors hired by CONSULTANT in the performance of the Agreement. The only exception to CONSULTANT'S responsibility to protect, defend, and hold harmless CITY, is due to the negligence, recklessness and/or wrongful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees.
7 This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.
20. Consequential Damages. Notwithstanding anything to the contrary contained in this Agreement, neither CITY nor CONSULTANT shall be liable for any lost or prospective profi ts or any other indirect, consequential, special, incidental, punitive or other exemplary losses or damages, whether in tort, contract or otherwise, regardless of the foreseeability or the cause thereof, that would not otherwise be covered under the standa rd liability or property insurance forms required of the Parties hereunder.
21. Environmental Assessments . Notwithstanding anything to the contrary contained herein, CITY acknowledges and understands that CONSULTANT is not qualified to ( a) evaluate the presence or absence of hazardous or toxic substances, mold, waste, materials, electromagnetic field, radon, radioactive materials, or other environmental concerns under applicable law, upon, within, above, or beneath the Property (collectively, "Hazardous Materials"); ( b) maintain or evaluate compliance with environmental, Hazardous Materials or waste laws, rules and regulations; or ( c) conduct or ensure clean -up or remediation of Hazardous Material spills or contamination. CITY agrees that, with respect to any abatement, clean-up or remedial action that CITY desires to implement, CITY shall directly enter into a contract with a qualified and licensed environmental clean-up company to undertake such responsibilities. In no event will CONSULTANT make an inde pendent determination as to the presence or absence of Hazardous Materials, or whether CITY, the Property or any particular tenant is in violation or compliance with any laws relating to Hazardous Materials ("Hazardous Materials Laws"). CONSULTANT will, however, notify CITY in the event it has actual knowledge of any Hazardous Materials in or on the Property or violation of Hazardous Materials Laws at the Property.
22. Modification. This Agreement constitutes the entire agreement between the parties and s upersedes any previous agreements, oral or written. This Agreement may be modified only by subsequent mutual written agreement executed by CITY and CONSULTANT.
23 Waiver. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the CITY and CONSULTANT.
24. California Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action commenced about this Agreement shall be filed in the central branch of the Orange County Superior Court.
25. Interpretation. This Agreement shall be interpreted as though prepared by both parties
8 26. Preservation of Agreement. Should any provision of this Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.
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(Agreement Signature Block on Next Page)
9 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _______________
ATTESTED:
City Clerk
Date:
APPROVED AS TO FORM:
Garden Grove City Attorney
“CITY”
CITY OF GARDEN GROVE
By:
City Manager
“CONSULTANT”
SILVERSTONE PROPERTY
MANAGEMENT COMPANY
By:
Name:
Title:
Date:
Tax ID:
Broker License:
Expiration Date:
If CONSULTANT/CONTRACTOR is a
corporation, a Corporate Resolution
and/or Corporate Seal is required. If a
partnership, Statement of Partnership
must be submitted to CITY.
EXHIBIT “A”