PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2025, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and Radis Custom Upholstery, a sole proprietorship, 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 AUTHORIZATION, DATED _____________________.
2. CITY desires to utilize the services of CONTRACTOR to Provide Upholstery Repair and Other Related Services on an As-Needed Basis per RFP S-1368 and the Scope of Services, Attachment “A”.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination The term of the agreement shall be for period of three (3) fiscal years from July 1, 2025 through June 30, 2028, with an option to extend said agreement for an additional two (2) fiscal years, for a total performance period of five (5) fiscal years. Optional fiscal years shall be exercised one (1) fiscal 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 CONSULTANT for work performed to date in accordance with proposal which is attached as Attachment A and is hereby incorporated by reference. CONSULTANT 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.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation for this agreement shall not exceed Eighty Thousand Dollars ($80,000.00) per fiscal year, and shall not exceed a total amount of Four Hundred Thousand dollars ($400,000.00), for the five fiscal year term of the contract, payable in arrears and in accordance with Proposal Pricing, Attachment “B”.
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 Pricing, Attachment “B”.
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 made available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTOR 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. CONTRACTOR shall not commence work under this Agreement until all 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. CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (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.
(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) Garage Keepers liability, in an amount not less than $300,000 per occurrence; ( claims made and modified
occurrence policies are not acceptable ); Insurance
companies must be acceptable to CITY and have an AM
Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(d) Excess liability, following form, coverage shall be provided for any underlying policy that does not meet the insurance requirements set forth herein ( claims made and
modified occurrence poli cies 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
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 work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR 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.
An Additional Insured Endorsement for the policy under section 4.3 (d) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds under the excess liability policy.
CONTRACTOR shall provide to CITY proof of insurance stating the excess liability policy follows form, additional insured endorsement forms, and the schedule of underlying policies with policy numbers, which conform to CITY’s requirements, as approved by the CITY. Information for the excess policy only needs to be provided if the underlying policies do not meet the policy limits set forth herein
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insuranc e as respects CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the CITY, its 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 sh all 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 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. 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. (Contractor)
Radi’s Custom Upholstery
Attention: Andy Radi, Owner
10562 Stanford Avenue
Garden Grove, CA 92840
b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall 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 expense, 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, and 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 o f C I T Y . I f C O N T R A C T O R i s p e r m i t t e d t o s u b c o n t r a c t a n y p a r t o f t h i s 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 shall 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. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and al l claims, liabilities, expenses, or damages of any nature, including attorney s' 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 wrongful conduct of CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR in the performance of the Agreement. The only exception to CONTRACTOR'S responsibility 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.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Gard en Grove City Council for each fiscal year covered by the term of this Agreem ent. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
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"
Radis Custom Upholstery
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
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
RFP No. S-1368
ATTACHMENT “A”
SCOPE OF SERVICES
(PAGE 1 of 3)
Provide Upholstery Repair and Other Related Services on As-Needed Basis
The scope of the contract includes upholstery repair services and other related services for the City’s fleet of vehicles. Some of the items include but are not limited to PD Driver’s seats, floor mat replacement, driver’s seat air bag replacement, etc.
The contractor will be responsible for furnishing any and all necessary parts, labor, machine shop work, field work, shop and field welding, miscellaneous repair, travel time, expenses, and equipment necessary to do the work required.
The following is a list of the City’s flee t vehicles that may requires repairs and replacement under the contract:
x Police Department Units (Ford Explorers: 2013-2025)
x Ford Medium Duty Trucks (F-150, F-250, and F-350)
x Ford Heavy Duty Trucks (F-450, F-550, and F-650)
x Chevy Medium Duty Trucks (1500, 2500, and 3500)
NOTE: This list is subject to change as new vehicles are rotated in the City’s fleet.
City Requirements
x The City will be responsible to drop off the vehicles that need repair and the City will also pick up the vehicles once the work is completed unless otherwise requested.
Contractor Requirements
x Contractor must have on-site garage space to store all City vehicles that are being repaired at all times. Vehicles must be garaged at the business location.
x Contractor must be able to complete wo rk on emergency vehicles within 24 hours and these vehicles must take pr iority. All other vehicles must be completed within 3-5 business days. If parts are on hold, vehicle must be returned at the request of the City.
x Workload is approximately 3 to 5 vehicles per month but is subject to change based on the repairs needed and availa ble funds in the budget. No specific amount of work is guaranteed.
x Contractor must demonstrate 5 years of experience working on police vehicles through references provided or previous work performed for the City of Garden Grove.
x Contractor must have airbag repair certification. Proof of this certification must be submitted in the proposal package.
x Contractor must provide three referenc es on Attachment “C” of this RFP document. References with other government agencies is preferred. Contractors with references that include work with other government agencies may be rated higher than those who do not.
x Contractor’s business address, where the vehicles will be repaired and garaged, must be in the city of Ga rden Grove or within five miles of Garden Grove city limits.
x Contractor’s employees must have the mechanical skills to fabricate or repair parts when replacement parts are not available.
x Contractor’s employees must have the knowledge to retro-fit parts from other vehicles that may fit.
x Contractor must be able to provide quotes for parts and labor for other repairs for other types of replacements/repairs th at are not listed in the scope of this RFP.
Submittal Information
x Proposals must be submitted electronically only via the City’s Planet Bids portal. Instructions on how to submit an electronic proposal via the City’s Planet Bids portal can be found under the “Documents” tab.
x All proposals must be received no later than 9:00 a.m., local time, on April 30, 2025, electronically via the Planet Bids portal ONLY. Late proposals or proposals submitted via paper copy, fax or em ail will not be accepted for any reason.
x Proposers must attach one single PDF file copy of their “Attachment “B” Proposal Pricing Form”, Pages 26-28, included in this RFP document, as a “General Attachment”.