1 MAINTENANCE SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2025, by the CITY OF GARDEN GROVE , a municipal corporat ion, ("CITY") and QUALITY FENCE CO., herein after referred to as “CONTRACTOR”.
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 se rvices of CONTRACTOR to provide on-going emergency fencing maintenance and repair services for the City of Garden Grove under the Caltrans Delegated Maintenance Agreement for the Caltrans Fencing Improvement Project (CFIP), Project No. 122000046/12-OT410.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
4. The services and prices provided by Contractor to City are in accordance with the services and the prices provided by Contractor in its proposal to the City, attached as Exhibit A.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination The term of the agreement shall be for period of one (1) year, from the full execution date of the agreement to June 30, 2025, with an option to extend said agreement additional four (4) years, for a total performance period of five (5) years. Option years shall be exercised one (1) year at a time, at the sole option of the CITY. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Rate and Service Structure which is attached as Attachment “A” and is hereby incorporated by reference. Contractor is required to present evidence to support performed work.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal. The Proposal is attached as Attachment A, and is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
2 3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of One Hundred Sixteen Thousand Dollars and 00/100 Cents ($116,000.00), payable in arrears and in accordance with proposal in Attachment “A”.
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal (Attachment A).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be ma de available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTO R shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance requirements.
4.1 COMMENCEMENT OF WORK. CONT RACTOR shall not commence work under this Agreement until all insurance certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS. CONTRACT OR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liab ility in an amount of
$2,000,000.00 per occurrence ( claims made and
3 modified occurrence policies are not acceptable);
Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as
approved by the CITY.
(b) Automobile liability in an amount of $1,000,000.00
combined single limit (claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(c) Professional liability in an amount not less than
$2,000,000. Insurance companies must be admitted and
licensed In California and have a Best’s Guide Rating of A- Class VII or better, as approved by the City. 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, professional/consultant
shall obtain continuing insurance coverage for the prior acts or omissions of profe ssional/consultant during the course of performing services under the term of the
agreement. The coverage shal l be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or
new carrier.
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of wo rk or operations performed by or on behalf of the CONTRACTOR. CO NTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, it’s officers, 4 officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the CITY, it ’s officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR 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 CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industri al Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the work pe rformed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, 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 CONTRACTOR is as follows:
QUALITY FENCE CO.
14929 Garfield Ave.
Paramount, CA 90723
Attn: Natalie Reyes
b. Address of CITY is as follows:
Economic Development and Housing Department
5 City of Garden Grove
11222 Acacia Parkway
Garden Grove, CA 92840
A t t n : C h r i s t y L e
10. CONTRACTOR'S PROPOSAL. This Agreement sha ll include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expens e, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR 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, an d restrictions of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement. CONTRACTOR 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 CONTRA CTOR is permitted to subcontract any part of this Agreement, CONTRACTOR 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 sha ll create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. 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.
16. General Prevailing Rate. CITY has ascertained that State prevailing wage requirements of the California Labor Code including Sections 1770, 1771.5, 1773, 1777.5, and 1776 are required to ex ecute this Contract. If there is a 6 difference between the minimum wage rates predetermined by the Secretary of Labor and the general prevailing wage rates determined by the Director of the California Department of Industrial Relations for similar classifications of labor, the CONTRACTOR and the subcontractors shall pay not less than the higher wage rate. The CITY will not accept the lower State wage rates. This includes “helper” (or other classifications based on hours of experience) or any other classification. A copy of the prev ailing rate of per diem wages shall be posted at the job site.
17. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall defend, and hold harmless CITY and it s 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, arising out of, or in any way connected with the negligence, recklessness and/or intentional wr ongful conduct of CONTRACTOR, CONTRACTOR'S agents, officers, employ ees, subcontractors, or independent contractors hired by CONTRACTOR in the performance of the Agreement.
The only exception to CONTRACTOR'S re sponsibility to protect, defend, and hold harmless CITY, is due to the sole negligence, recklessness and/or wrongful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees.
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 CONTRACTOR.
18. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
19. Modification. This Agreement constitutes the entire agreement between the parties and supersedes any previous ag reements, oral or written. This Agreement may be modified only by subsequent mutual written agreement executed by CITY and CONSULTANT.
20. Waiver. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the CITY and CONSULTANT.
21. 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.
22. Interpretation. This Agreement shall be interpreted as though prepared by both parties
7 23. Preservation of Agreement. Should any provision of this Agreement be found invalid or unenforceable, the deci sion shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.
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(Agreement Signature Block on Next Page)
8 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By: ___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
QUALITY FENCE CO.
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date
9 EXHIBIT “A”