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AGREEMENT FOR PROFESSIONAL SERVICES
This agreement is made upon th is ___ day of July 2023 , by, and between SKYLSTAD- SCHOELEN CO. A CALIFORNIA CORPORATION , d/b/a SERVICE STAR (hereinafter referred to as "Contractor"), and the Recreation and Parks Departmen t of the City of Santa Maria, California, a Municipal Corporation, (hereinafter referred to as "City").
RECITALS
WHEREAS, City has determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of light custodial maintenance and janitorial services; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested Contractor to perform services for Project; and
WHEREAS, Contractor is registered or licensed in California to perform the services associated with this project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01. Term and Termination. The term of this contract is two (2) year s, beginning on the date first written above. This contract may be renewed by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of dis covery of any act which violates local, state or federal law.
Termination is effective 14 days after deposit of notice as specified in this Agreement.
Any exte nsion of this Agreement after the end of the third year shall continue at the rates set forth for year three (3) unless otherwise agreed by the parties in writing.
2.02 Services to be Performed. Contractor shall determine the method, details and means of providing light custodial maintenance and janitorial services . More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.
2.03 City’s Duties. City’s duties under this Agreement are to cooperate with Contractor in the performance of the contract and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. Contractor shall provide insurance as listed in Exhibit “C.”
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2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.
3. Contractor’s Obligations.
3.01. Minimum Amount of Service. Contractor sh all devote s ufficient time to perform services under this agreement efficiently and effectively. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performan ce of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03. Status. Contractor (including its employees) is an independent contractor.
No employer/employee relationship exists between Contractor and the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this agreement. Contractor (as a business entity, including its employees) is a commercial building maintenance provider of light custodial maintenance and janitorial services.
3.04. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the C ity, and its directors, officers, a nd employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reas onable attor neys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or the acts or omissions of an emplo yee, agent or subcontractor of the Contractor. The provisions of this paragraph survive completion of the services or the termination of this contract.
The provisions of this Section are not limited by the provisions of the Section relating to insurance.
4. Miscellaneous
4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CONTRACTOR , listed below . All notices shall be add ressed as follows unless a written change is filed with the City:
To City: To Contractor:
Recreation and Parks Dept. Service Star
Attn. Director 3130 Skyway Drive Suite 308
615 S. McClelland Santa Maria, CA 93455
Santa Maria, CA 93454
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If the desi gnated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required unde r this agreement shall be effective five (5) days af ter deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance W ith Laws, etc. Contractor shall comply with all la ws, including but not limited to the rules and policies of the City, in performing this agreement.
4.03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, am endments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.
4.04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisd iction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this ag reement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. The provisions of this agreement are severable. If any pa rt of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09. Submittals. In addition to any other submittals required by this agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this project.
4.10 Prevailing Wage. Prevailing Wage. If applicable, Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the Cal ifornia Labor Code. The Director's de termination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though f ully set forth herein.
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4.11 Credit for Non -Performance. The City may inspect at its discretion the Contractor’s daily job performance . The Director of Recreation and Parks , or their designee, has the authority and responsibility to point out to the Contractor any incomplete or defective work. Any deficiency alleged by the City shall be photographed and immediately provided to Contractor (via e-mail) describing the date and time of the observation, and the spec ific issue observed . Any complaint received /insufficient work alleged by the City and verified by City employees to be a scope of work task , shall be communicated to the Contractor by 2:30 pm of the sam e workday . The Contractor agrees to remedy the incompl ete task(s) by 4:30 pm on the same day at no additional charge. For all incomplete or defective work not observed or reported by 2:30 pm of the same work day, or if the Contractor does not remedy the issue by the end of the work day on the same se rvice date , the City shall have the right to a credit from the Contractor for ta sks n ot completed during the normal work period and for which complaints from City employees have been received after the second (2nd) occurrence for the same defici ency within the same Calander month. The City will take a credit on the Contractor’s monthly in voice in the amount of $100.00 per incident. This credit is intended to offset the City’s cost s to investigate, track and report these incidents, to deter future substandard work, and to prevent termination for minor breaches. An insufficient number of personnel on Contractor’s staff or insufficiently estimated hours in Contractor’s respon se to the request for proposals shall not be an acceptable excuse/cause to waive credits. Failure to satisfactorily perform the quality of work required under this Contrac t shall be accepted as evidence that the Contractor’s work force is too small or tha t supervision is inadequate. In either case, immediate corrective measures shall be made upon notice from the City. In the event that reports of incomplete or defective wo rk become too numerous, in the City’s discretion, the City may provide notice to Cont ractor, in writing, that it is increasing the credit amount. The City shall provide five (5) business days’ notice prior to issuing any fine of th e new amount. The increa se in the credit amount shall be in the discretion of the Director of Recreation and Parks . The seeking by the City /issuance of the Contractor of a credit shall not be deemed an exclusive remedy and City shall maintain all other remedies available by law or equity despite the issuance of a penalty to Contractor.
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IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
CITY: CONTRACTOR:
Recreation and Parks Dept. Service Star
Attn. Director 3130 Skyway Drive Suite 308
615 S. McClelland Santa Maria, CA 93455
Santa Maria, CA 93454
_____________________________________________________________________ _
By: By:
APPROVED AS TO FORM:
______________________
City Manager
______________________
City Attorney
______________________
Risk Manager
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EXHIBIT “A”
SCOPE OF WORK
Contractor agrees to complete the tasks, responsibilities, schedule s, deadlines, and deliverables specified by the City as follows:
1. Execution of an Agreement for Professional Se rvices on a fo rm provided by the City complete with all req uired exhibits (and insurance requirements).
2. Attend a restroom facility tour led by representatives of the City Department where information will be provided on facil ity locatio ns, features, locki ng mechanisms, shut-off valve and related mecha nical room locations, and any features unique to each location that will assist in the performance of any awarded contract.
3. Contractor to complete on-site safety training lead by City representatives on safety practices for driving vehicles within park lo cations (including turf and other restricte d areas). Upon completion, Contractor to ensure that all its employees are adequately trained on park safety practices.
4. (If requested) Contractor to d emonstrate in writing (or by physical inspection) that it has appropriate vehicles, personnel, start -up cleaning and maintenance supplies, and tools necessary for the first month of operation (and for the fulfillment of any awarded contract ).
5. Demonstrate in writing (or by physical i nspection) that it has appropriat e employee uniforms, name tags and PPE nece ssary to perform the terms of any awarded contract.
6. Provide company supervisor contact information (telephone numbers, e - mail addresses , etc.) whe reby City Departmen t representati ves can reliably contact Contract or for any c ontract related issues includin g requests for secondary services during contract hours and any after-hours service calls (which will be billed under a separate addendu m to any awarded contract).
7. Provide quality light custodial maintenance and janitorial services for eight (8) hours per day (from 7:30 a.m. to 4:30 p.m. or otherwise as agreed by the parties in writing ) for all specified locations to ensure facilities ar e safe, clean and functional. All locations to be serviced a minimum of two (2) times per day, with all remai ning service-time dedicated to follow -up service locations as deemed necessary by the contractor, or as requested by the City Department. Services to include, inspection, amen ity
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functionality check (doors opening/closing/locking, ligh ting functions, toilets flush, wa ter faucet flow/shutoff), soap di spensers sto cked and functioning, flooring surfaces are swept, mopped and cleaned with appropriate cleaning agents. Toilets are f ree from obstructions and have functional flushing capabilit ies. Sinks are fre e of obstructi ons and draining properly. Sinks , toilets, w alls, floors, door handles, ligh t switches, hand dryers, soap dispensers, ceiling surfac es are cleaned and disinfected daily or as otherwise needed to maintain a clean and safe environment.
ALL BODILY FLUID S INCLUDING CONTRABAND SUCH AS US ED
HYPODERMIC NEEDLES/SYRINGES (INCLUDING B LOOD) ARE
PROPERLY REMOVED AND AREAS SANITIZED IN ACCORD ANCE
WITH STATE LAW AND INDUSTR Y SAFETY STANDARDS.
DESIGNATED DEPARTMENT SITES
PARK LOCATION QUANTITY
North Preisker Ranch 801 W. Boxcar Pl. Two (2) Restooms (Single Stall) Preisker Park 330 Hidden Pines Two (2) Restooms (Single Stall) Preisker Park 330 Hidden Pines Two (2) Restrooms (Multi Stall) Grogan Park 1155 W. Rancho Verde Two (2) Restrooms (Multi Stall) Jim May Park 809 Stanford Dr. Two (2) Restooms (Single Stall) Oakley Park 1300 N. Western Two (2) Restooms (Single Stall) Atkinson Park 1000 N. Railroad Two (2) Restrooms (Multi Stall) Rice Park 700 E. Sunset Two (2) Restooms (Single Stall) Tunnel Park 1100 N. Palisade Two (2) Restooms (Single Stall) Armstrong Park 1000 E. Chapel Two (2) Restooms (Single Stall) Russell Park 1000 W. Church Two (2) Restooms (Single Stall) Buena Vista Park 800 S. Pine Two (2) Restooms (Single Stall) Minami/Adam Park 600 W. Enos Two (2) Restrooms (Multi Stall) Orach Park (Westgate) 1800 Westgate Rd. Two (2) Restrooms (Multi Stall) Aquistapace Park 1921 S. Western Ave. Two (2) Restooms (Single Stall) Fletcher Park 2200 S. College Dr. Two (2) Restooms (Single Stall) Rotary Centennial Park 2625 S. College Dr. Four (4) Restooms (Single Stall) Rodenberger Park 2725 Santa Barbara Dr. One (1) H.A. Portable Restroom Maramonte Park 620 E. Sunrise Two (2) Restrooms (Multi Stall) Hagerman Sports Com. 3300 Skyway Dr. Two (2) Restrooms (Multi Stall) Pioneer Park 1150 W. Foster Two (2) Restrooms (Multi Stall)
8. Provide daily operations logs in a format (and containin g sufficient information) accep table to the City Department indicating completion of work.
9. Provide effective training and s upervision to employees performin g the tasks assigned to assure efficient and quality work.
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10. Provide and assure that the employee’s safety is of paramount concern and appropriate steps are taken to keep staff accident free.
11. Provide the City Department wit h Safety Data Sheets (SDS) for al l chemicals/cleaning agents used at each site.
12. Contractor shall purchase and provide all necessary equipment and tools for work t o be performed. This shall include (but not be limited to) toilet plungers, sc rewdrivers, br ooms, mops, buckets and related equipment/tools necessary to satisfactorily perform the terms of any contract awarded.
13. Contractor s hall purch ase and provide all p aper products, cleaning supplies, chemicals, soaps, soap dis pensers, trash bags /liners, disposable gloves, in accordance with industry best practices and safety standards and equipment needed to accomplish the tasks associate d with each site and any other janitorial items deemed necessary to perform the work reques ted as specified or otherwise app roved by the City Department.
14. Provide employ ees with appropriate uniforms, and personal protective equipment (PPE) and ensure uniforms are used and PPE is properl y utilized.
15. Provide written monthly invoices in a format (a nd containing suffi cient information) acceptable to the City Department.
16. Contact City Representatives on an as-needed basis (but no later than the end of each servi ce day) at a designated telepho ne number or e -mail address to report all remaining safety i ssues, graffiti, pl umbing or faci lity damage that requires follow-up work.
17. After Hours Emergencies/Special E vent Callouts. The City may on occasion have a need to h ave light custodial maintenance and janitorial services performed at various sites for afte rhours emergenc ies and special events beyond the regular fifty-six (56) hours per week specified in this Agreement. Contractor agrees to make a good faith effort to perform these additional reque sted services if it has ad equate staff levels available and the City provides a reasonable amount of time in making its request. All work performed under this provision is in addition to the standard services agreed upon by the parties and shall be billed separately according to the rates specified in Exhibit “B”.
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EXHIBIT “B”
PAYMENT TERMS
City agrees to pay contractor for the fulf illment of the terms of this agreement as follows:
YEAR 1
Monthly Labor Charges $12,152.87 (year one (1) monthly rate) Monthly Supply Charges $1,399.00 (year one (1) monthly rate) TOTAL MONTHLY CHARGES $13,551.87 (year one (1) monthly rate)
YEAR 2
Monthly Labor Charges $12,759.07 (year two (2) monthly rate) Monthly Supply Charges $1,538.90 (year two (2) monthly rate) TOTAL MONTHLY CHARGES $14,297.97 (year two (2) monthly rate)
YEAR 3 (if renewed)
Monthly Labor Charges $14,034.99 (year three (3) monthly rate) Monthly Supply Charges $1,692.79 (year three (3) monthly rate) TOTAL MONTHLY CHARGES $15,727.78 (year three (3) monthly rate)
Contractor agrees to submit monthly written billing invoices to the C ity at the address specified above , and City agrees to pay said invo ices in accor dance with the terms of the agreement ( within 30 days) to Contractor at th e address specified above and Contractor agrees to a ccept and receive as paymen t in full the fees set forth for the services provided.
The parties agree that all work p erformed by Contractor beyond eight (8) hours per day or fifty-six (56) hours per week will be billed/payed in addition to the a bove monthly charges at the following rate:
All labor performed beyond 56 total hours at $75.00 per person hour.
All Special Event labor not exceeding eight (8) hours per day will b e billed at a rate of $45.00 per person hour.
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EXHIBIT “C”
INSURANCE REQUIREMENTS
Contractor shall procu re and maintai n for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or i n connection with the performan ce of the work hereunder by the Contractor, his/her agents, representatives, or employees.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City re quires and shall be entit led to the broader coverage and/or higher limits maintained by the Contractor.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverag e Fo rm Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liabil ity insurance appro priate to th e Contractor's profession. Architects' and engineers' c overage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Contractor shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is us ed, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggreg ate limit shall be twice the re quired occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
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3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be de clared to and appro ved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
D. Other Insurance Provisions
The commercial general liability and automobile liabi lity policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered a s additional insureds on the CG L policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such wor k o r
operations. General liability coverage can be provided in the form or an endorsement to the Contractor’s insurance ( at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims r elated to this proj ect, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. Each insurance poli cy required by this clause shall be endorsed to state t hat coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All not ices provided pursuant to this
Agreement shall be given to the City representative listed for notice in this agreement and shall speci fy the title of this Agreement. Notice may be given b y overnight mail,
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facsimile with conf irmation of receipt, or certifi ed mail with return-receipt requested.
4. Contractor hereby grants to Cit y a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by v irtue of the payment of any loss unde r such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subroga tion endorse ment from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beg inning of contract work.
b. In surance must be mai ntained and evidence of
insurance must be provided for at least five (5) years after completion of the contract of work.
c. If coverage is can celed or non -renewed, and not
replaced with another cla ims-made policy form with a
Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be p laced with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Contractor shall furnish th e City with origina l certificates and amendatory endorsements of the applicab le policy language effecting cov erage required by t his clause. All certificates and endorsements are to be received an d approved by the City before work commences. However, fail ure to obtain the r equired documents prior to the work beginning shall not wa ive the Contractor’s obligation to provide them. T he City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to mo dify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.