HomeMy WebLinkAboutStaff Report 3.F 9/8/2014DATE:
TO:
September 8, 2014
Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St. o Director, Public Works & Utilities
Ron DeNicola — Building & Grounds Manager
SUBJECT: Resolution Authorizing the City Manager to Execute a Professional Services
Agreement with Dun Rite Maintenance for Downtown Sidewalk Cleaning
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing the City
Manager to Execute a Professional Services Agreement with Dun Rite Maintenance for
Downtown Sidewalk Cleaning.
BACKGROUND
In February 2014, City staff met with the Executive Director of the Downtown Business
Association to identify street segments within the Business Improvement District which could be
considered for routine, monthly power washing to enhance the attractiveness and sanitation of
the area. The selected areas included segments on Petaluma Blvd., Western Avenue, Keller,
Liberty and 4a' Streets as shown on the map in Attachment 3.
The proposed action meets City Council goal: "Improve and enhance fiscal stability and
sustainability."
DISCUSSION
Staff prepared a Request for Proposal (RFP) for a 2 -year Services contract to include downtown
street segments as listed below for the following scope of work.
1. Clean designated sidewalks using hot water and steam. Soils, stains and gum to be
removed.
2. Service to be performed late in the evening or early morning hours to minimize impact to
the public.
3. Protect businesses from any water entering their entry ways.
4. Must respond to extra cleanup calls within 24 hours.
Agenda Review:
City Attornev Finance Director City Manager ���<
Locations:
1. Petaluma Blvd N. from Washington St. to B St.
2. Western Ave. from Petaluma Blvd. N to Keller St.
3. Kentucky St from B St. to Washington St.
4. Keller St. from Western Ave to Washington St.
5. Liberty St. from Western Ave. to Washington St.
6. Petaluma Blvd. from Martha St. to Washington St.
7. Petaluma Blvd. from B St. to D St.
8. 4th St. from B St. to D St.
9. Spot Clean-up
Times Per Year
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Up to 100
Three proposals were received by the City Clerk's office by the due date of July 2, 2014. The
three companies and respective estimated costs were:
Name of Proposer
Estimated
Annual Costs
Mercedes Lanfair
$60,000
Dun -Rite Maintenance
$53,800
Northbay Building Maintenance
$111,320
All proposers included unit costs to perform "on-call" services as may be required by the City,
and those costs are included in the estimated annual costs. Year I will include 13 cleanings; the
first time cleaning and one each month, including the first month.
Staff evaluated the proposals based on each company's experience, proximity of management
office, recommendations of existing customers, and estimated annual costs. Staff has reviewed
the experience and references of the apparent low bidder, Dun -Rite Maintenance, and finds them
to be satisfactorily qualified to perform the requisite services. Dun -Rite Maintenance will
comply with the City's Living Wage requirement. They are a local Petaluma business and have
successfully performed similar services for the City in the past.
We are requiring that the contractor use a low flow pressure wash system to minimize the
amount of water being used to promote water conservation. The recent Emergency Regulations
promulgated by the State allow washing of sidewalks for health and safety reasons. Since the
purpose of the subject services is to maintain sanitary condition in the downtown area, it falls
under the health and safety exemption provided by the State regulations.
FINANCIAL IMPACTS
The General Fund has been budgeted for this maintenance work, not to exceed $53,800 per year,
and is assigned to cost center I 100. 16550.543 10.
ATTACHMENTS
1. Resolution
2. Professional Services Agreement
3. Location Map
Attachment 1
RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH
DUN RITE MAINTENANCE FOR DOWNTOWN SIDEWALK CLEANING
WHEREAS, the City of Petaluma has numerous downtown sidewalks requiring frequent
cleaning services; and
WHEREAS, City staff prepared a Request for Proposal (RFP) and solicited proposals
from local and regional custodial service firms; and
WHEREAS, on July 2, 2014, three proposals were received; and
WHEREAS, Dun -Rite Maintenance responded to the RFP and was chosen based on
their proposal bid, reputation and experience in custodial services.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma hereby authorizes the City Manager to execute a Professional Services Agreement with
Dun -Rite Maintenance of Petaluma, CA, for cleaning of downtown sidewalks for a total not to
exceed amount of $53,800 annually.
Attachment 2
JANITORIAL PROFESSIONAL SERVICES AGREEMENT
Janitorial Maintenance Service Downtown Sidewalk Cleaning
(Title of Project)
FY
Fund #
Cost Center_
Object Code
Project A _
Amount $_
For
multi-year contracts or contracts with multiple
accounts:
FY 1414=15
Fund # 1100
Cost Center 16550
Object Code 54310
Project #
Amount $40.350
FY 1515 16
Fund # 1 100
Cost Center l6550
Object Code 54310
Project #
Amount $53.800
FY
Fund I
Cost Center _
Object Code
Project # _
Amount $_
FY _
Fund t _
Cost Center
Object Code _
Project ,Y
Amount $_
FY _
Fund 4
Cost Center _
Object Code _
Project"
Amount .R_
FY _
Fund H
Cost Center_
Object Code _
Project #
Amount $_
FY
Fund #—
Cost Center_
Object Code _
Project ll
Amount $
FY
Fund #
Cost Center_
Object Code _
Project #
Amount $_
FY _
Fund # _
Cost Center _
Object Code
Project #
Amount $
FY_
Fund #
Cost Center _
Object Code _
Project # _
Amount $_
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is entered into and effective
as of 20_ ("Effective Date"), by and between the City of Petaluma, a
municipal corporation and a charter city ("City") and Dun -Rite Maintenance, a corporation
("Contractor") (collectively, the "Parties").
WHEREAS, the Parties enter into this Agreement for the purpose of Contractor providing
professional services to City under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows:
Services. Contractor shall provide the services as described in and in accordance with
the schedule set forth in Exhibit "A" attached hereto and incorporated herein
(`Services").
2. Compensation, Business Tax Certificate.
For the full performance of the Services as described herein, City shall compensate
Contractor under the following terms:
A. Payment will be made on a calendar -month basis in arrears. The Contractor shall
submit his invoice to the City of Petaluma, Accounts Payable Department, Post
Office Box 61, Petaluma, California, 94953. In the event this contract becomes
effective or terminates during the course of a month, the amount paid to the
Contractor for the partial month shall be determined by prorating the amount due
on the basis of the number of calendar days involved and the work actually
performed. Contractor shall submit detailed monthly invoices reflecting all
Services performed during the preceding month, and including a revised schedule
for performance and additional documentation requested by City, as applicable.
B. Contractor shall be compensated for services in addition to those described in
Exhibit A, only if Contractor and City execute a written amendment to this
Agreement describing the additional services to be performed and the
JANITORIAL PROFESSIONAL SERVICES .AGREEMENT
(1201137 1) June 2012 5
compensation to be paid for such services. In no case shall the total compensation
under this Agreement exceed $53.800 without prior written authorization of the
City Manager. Further, no compensation for a section or work program
component attached with a specific budget shall be exceeded without prior written
authorization of the City Manager.
C. Notwithstanding any provision herein, Contractor shall not be paid any
compensation until such time as Contractor has on file with the City Finance
Department a current W-9 form available from the IRS website (www.irs.gov)
and has obtained a currently valid Petaluma business license pursuant to the
Petaluma Municipal Code.
D. City's obligation to pay compensation to Contractor as provided herein is
contingent upon Contractor's performance of the Services pursuant to the terms
and conditions of this Agreement and any amendments thereto. The City may, at
any time, by giving fifteen (15) days written notice, delete or add to the Services.
If such changes cause an increase or decrease in the amount due under the
contract, an equitable adjustment shall be made and the contract amended in
writing accordingly.
E. Charge For Services Not Performed: If the Services are not performed in
accordance with the Agreement, including performance of Services pursuant to
the specific frequency tables in Exhibit A, in addition to any other available
remedy, the City may self perform or obtain substitute performance and deduct
the cost from amounts due or that may become due to the Contractor.
F. Emergency Services: From time to time, on an as -needed basis, the City shall
contact the Contractor to perform emergency services. The City will provide as
much advance notice as possible. After the work is explained to the Contractor
by the Director of Public Works or his representative, the Contractor shall
dispatch (within 2 hours) the appropriate number of authorized personnel and
equipment required to complete this emergency work in a timely and efficient
manner. Contractor shall be compensated for such work at the Emergency Work
rate as set forth in the Bid Documents.
3. Modifications. This agreement shall not be modified, except in writing, by amendment,
executed by all parties. Oral change orders are not permitted. No change in this
Agreement shall be made unless the City of Petaluma gives its prior written approval
therefore. The Contractor shall be liable for all costs resulting from, and/or for
satisfactorily correcting, any specification changes not properly ordered by written
modification to the Agreement and signed by the City of Petaluma.
4. Term. The term of this Agreement commences on the Effective Date, and terminates on
June 30. 2016, unless sooner terminated in accordance with Section 5. This Agreement
may be renewed by giving 30 days' notice to the City prior to the expiration date
requesting renewal for an additional one (1) year term. It shall be within the sole
discretion of the City as to whether the additional term shall be renewed. Upon
termination, any and all of City's documents or materials provided to Contractor and any
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JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 2012 6
and all of the documents or materials prepared for City or relating to the performance of
the Services, shall be delivered to the City as soon as possible, but not later than fourteen
(14) days after termination of the Agreement.
5. Termination. City may terminate this Agreement without cause upon ten (10) days'
written notice. City may immediately terminate or suspend this Agreement for cause.
Cause for immediate termination or suspension shall include, but not be limited to, any
breach of this Agreement by Contractor or Contractor's bankruptcy or insolvency. Upon
receipt of notice of termination or suspension for cause, Contractor shall immediately
stop all work in progress under this Agreement. In the event of early termination of this
Agreement by City, Contractor shall be entitled to payment for all Services performed to
the date of termination to the extent such Services were performed to the satisfaction of
City in accordance with the terms and conditions of this Agreement. If City terminates
this Agreement for cause, Contractor shall be liable to City for any excess cost City
incurs for completion of the Services.
6. Contractor's Representations And Reouirements.
A. Independent Contractor: Contractor represents that Contractor possesses distinct
professional skills in performing the Services. City has relied upon said
representation as a material inducement to enter into this Agreement. Contractor
shall, therefore, provide properly skilled professional and technical personnel to
perform all Services under this Agreement. It is expressly understood that
Contractor and its agents and employees shall act in an independent capacity and
as an independent contractor and not as officers, employees or agents of City.
This Agreement shall not be construed as an agreement for employment.
B. Qualifications: All work will be accomplished by qualified personnel. In the
event uncorrected non -conforming workmanship continues for the same cause
after three (3) written notices to the Contractor from the Director of Public Works
or his designee, such continued failure to correct shall constitute grounds for
termination of the Agreement.
C. Background Checks: All Contractor personnel who will be working in City of
Petaluma facilities during the effective dates of this Agreement and any
subsequent renewal periods are required to be fingerprinted and have a
background check performed by a City of Petaluma public safely official. All
persons in the employ of the Contractor and working in a City facility must be a
United States citizen or be an individual who has a legal right to work in the
United States. The Contractor must verify citizenship or legal right to work in the
United States and retain an I-9 form for each person in the employ of the
Contractor and working in a City facility. On the I-9 form, the Contractor must
verify the employment eligibility and identity documents presented by the
employee and record the document information on the Form I-9. This security
check must be completed and a security clearance issued prior to said personnel
receiving a City -issued contract employee badge and beginning any work within a
City facility. Contractor personnel who do not have clearance will not be allowed
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JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137. 1) June 2012 7
in any City facility. Repeated failure to perform the Services, as outlined, shall
constitute grounds for termination of this contract.
The Contractor will cover the current cost, as determined by the Petaluma Police
Department for each fineerorint and backeround check.
No person in the employ of the Contractor, who will be designated for
employment to work in any City facilities, shall have been convicted of any
felony or a crime relating to theft, violence, or a violation of the California
Health and Safety Codes. Any violation of this provision shall constitute grounds
for termination of this contract.
All persons in the employ of the Contractor, who will be designated for
employment to work in any City facilities, shall wear Contractor supplied
uniforms which identify them as Contractor's employees, and shall wear a City
issued contract employee ID badge at all times while working in a City facility.
Any persons in the employ of the Contractor, who no longer works at a City
facility, shall return to the Director of Public Works or his representative the City
issued ID badge. This person(s) shall then be removed from the Department of
Justice Subsequent Arrest Program.
D. Contractor Contact Information: Contractor will provide an English speaking
supervisor on an on-call and emergency basis. Said supervisor must be available
twenty-four (24) hours per day, seven (7) days a week. Contractor will provide a
phone number where Contractor or Contractor's English-speaking representative
can be reached on weekends and evenings. Contractor agrees to return any City -
initiated phone call within one (1) hour of receipt. Failure to return 3 phone calls
within the allotted time period within a ninety (90) day period shall be grounds for
termination of the Agreement.
E. Contractor agrees to perform a review of all Services outlined in the Agreement
on a monthly basis with the Director of Public Works or his designated
representative. The Contractor agrees to accompany the City's representative on
non-scheduled inspection tours of the specific areas when requested by the City
representative.
7. Damaee To Existine Pronertv. The Contractor will be held responsible for any damage
to existing real property, work, materials or equipment, as a result of performance of the
Services, and shall repair or replace any damaged real property, work, materials or
equipment to the satisfaction of, and at no additional cost to, the City. If the City finds
that repairs or changes are required in connection with this Agreement, which, in the
opinion of the City are rendered necessary as the result of the use of materials, equipment
or workmanship which are inferior, defective or not in accordance with the terms of the
Agreement, the Contractor shall, within five (5) days upon receipt of notice from the
City, place in satisfactory condition, in every particular way, all of such work, correct all
defects therein, and make good on all damages. If the Contractor fails to correct any such
damage at the Contractor's expense, the City may effect such repair as necessary, and
deduct the cost from amounts due or that may become due the Contractor.
a
.IAN ITORIAL PROFESS ION AL SERVICES AGREEMENT
(1201137,1) 7uuc2012 $
8. Supervision. The Contractor shall arrange for satisfactory supervision in the
performance of all Services. The Contractor or Contractor's English-speaking
supervisors shall be available at all times when the Services are in progress, and to
receive instructions from the City representative.
9. Safety The Contractor shall observe all pertinent safety practices and comply with any
applicable safety regulations with respect to the performance of the Services.
10. Facilities and EaniDMent. Contractor shall, at his sole cost and expense, furnish all
facilities and equipment that may be required for performing Services pursuant to this
Agreement. The City of Petaluma shall furnish to Contractor no facilities or equipment,
unless the City otherwise agrees in writing to provide the same.
A. The Contractor shall furnish, at the Contractor's expense, all supplies and
equipment necessary to properly perform the Services. These supplies and
equipment include, but are not limited to, waxes, floor finishers, cleansers, floor
strippers, sealers, detergents, cleaning powder, disinfectants, metal and furniture
polishes, glass cleaner, brooms, mops, mop presses, sweeping tools and cloths,
buckets, brushes, sponges, squeegees, wet and dry vacuum cleaners, janitor carts,
ladders, floor machines, carpet extractors, adequate floor machine scrub and
polish brushes and pads.
B. Contractor is not responsible for furnishing the following consumable paper
products and supplies: toilet tissue, paper towels, seat protectors, wastebasket and
trash receptacle liners, hand soap for restroom dispensers, and sanitary napkin
liners.
C. The City of Petaluma shall not be responsible for damage to or loss of
Contractor's equipment, supplies, or property left on the premises.
11. Warranties. The Contractor warrants that the equipment and materials incorporated into
the performance of the Services shall be unconditionally guaranteed to be free from any
defects in design, material, and/or workmanship under normal use.
12. Licenses, Permits, Etc. Contractor shall, at Contractor's sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
13. Time. Contractor shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Contractor's obligations pursuant to
this Agreement.
14. Inspection. Contractor shall provide the City every reasonable opportunity to ascertain
that the Services are being performed in accordance with the requirements and intentions
of this Agreement. All work done and materials furnished, if any, shall be subject to
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JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 2012 9
inspection and approval by the City. The inspection of such work shall not relieve
Contractor of any of its obligations pursuant to this Agreement.
15. Progress Resorts. Upon the City's request, Contractor shall provide, in a form
acceptable to City, written progress reports of all oral and written observations, opinions,
recommendations, analyses, progress and conclusions related to Contractor's
performance of the Services.
16. Confidentiality. In the course of Contractor's employment, Contractor may have access
to trade secrets and confidential information, disclosure of which is protected or limited
by law. Contractor shall not directly or indirectly disclose or use any such confidential
information, except as required for the performance of the Services.
17. Conflict of Interest. Contractor represents that it presently has no interest, and
covenants that it shall not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services
hereunder. Contractor further covenants that, in the performance of this Agreement, it
shall not employ any subcontractor or person having such a conflict of interest.
Contractor represents that no one who has or will have any financial interest under the
Agreement is an officer or employee of City. If such conflict of interest arises during this
Agreement or any extension, Contractor will immediately advise City and City may, at its
sole discretion, immediately terminate this Agreement.
18. Contractor No Agent. Except as City may specify in writing. Contractor shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
19. Standard of Performance. Contractor shall perform all the Services in a manner
consistent with the standards of Contractor's profession. All instruments of service of
whatsoever nature, which Contractor delivers to City pursuant to this Agreement, shall be
prepared in a substantial, workmanlike manner and conform to the standards of
Contractor's profession. All such instruments of service shall become the sole and
exclusive property of City upon delivery of the same.
20. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of City.
21. Subcontractors. Contractor shall directly perform all Services, and shall not subcontract
any portion of performance of the Services without the prior written consent of City.
Any such subcontractors shall be required to comply, to the full extent applicable, with
the terms and conditions of this Agreement, including but not limited to, procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured.
JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201117.1) June 201210
22. Emereenev Work. From time to time, on an as needed basis, the City shall contact the
Contractor to perform work not specified in Exhibit A. Contractor agrees to dispatch the
appropriate number of personnel and equipment to complete the extra work. Extra work
performed by the Contractor will be paid at the rate of $50_00 per hour.
23. Compliance With All Laws. Contractor shall fully comply with all applicable local,
state and federal rules, laws, regulations and ordinances pertaining to the performance of
the Services required hereunder. This Agreement is subject to the requirements of
Petaluma Municipal Code, Chapter 8.36, Living Wage. To the extent that any other
government agency or entity provides compensation for any Services, Contractor shall
comply with all riles and regulations applicable to such fiscal assistance.
24. Reeveled Content. Reevelabilitv.
A. Recycled Content Preference: It is the City policy, whenever practicable, to
purchase functional products which contain, in order of preference:
1. The highest percentage of post -consumer recovered material available in
the marketplace; and
2. The highest percentage of secondary waste recovered material available in
the marketplace.
B. Recyclability and Waste Reduction: In addition to the recovered material content
of a product, important criteria in selecting products shall also be:
1. The ability of the product and its packaging to be reused, reconditioned for
use, or recycled through existing recycling collection programs; and
2. The volume and toxicity of waste and by-product a given product and its
packaging generate in their manufacture, use, recycling, and disposal.
Products and packaging designed to minimize waste and toxic by-products
in their manufacture, use, recycling, and disposal shall be preferred.
C. Equipment Computability: Equipment purchased or leased by the City shall be
compatible, whenever practicable, with the use of recycled -content products.
D. Definitions: For the purpose of this general provision, a "recycled product"
means all materials, goods, and supplies, no less than 50% of the total weight of
which consists of secondary and post -consumer waste with not less than 10% of
its total weight consisting of post -consumer waste. "Post -consumer waste" means
a finished material which would normally be disposed of as solid waste, having
completed its life cycle as a consumer item, and does not include manufacturing
waste. "Secondary waste" means fragments of products or finished products of a
manufacturing process which has converted a virgin resource into a commodity of
real economic value, and includes post -consumer waste, but does not include
excess virgin resources of the manufacturing process.
JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 20111
25. Discrimination. During the performance of this Agreement, Contractor shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry, gender, sexual orientation, age or physical or
mental disability in violation of any applicable law.
26. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written
notice delivered to the other Party in accordance with this Section. All such notices shall
be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered
by first-class or certified mail or by overnight delivery, or (b) a transmission
report is generated reflecting the accurate transmission thereof. Any notice given
by facsimile shall be considered to have been received on the next business day if
it is received atter 5:00 p.m. recipient's time or on a non -business day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Telephone: (707) 778-4360
Facsimile: (707) 778-4554
Contractor:
And:
Dun -Rite Maintenance
P.O. Box 455
438 Petaluma Blvd.
Petaluma. Ca 94952
Telephone: 707-765-2434
Facsimile:
Telephone:
Facsimile:
JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 201212
27. Ownership of Documents. All original papers, documents or computer material on disk
or microfilm, and copies thereof, produced as a result of this Agreement, shall be the
property of City and may not be used by Contractor without the written consent of City.
Copies of such documents or papers shall not be disclosed to others without the written
consent of the City Manager or his or her designated representative.
28. Indemnification. Contractor agrees to indemnify, defend with counsel acceptable to
City, and hold harmless City and its officers, officials, employees, agents and volunteers
from and against any and all liability, loss, damage, claims, expenses, and costs
(including, without limitation, attorney's fees and costs and fees of litigation)
(collectively, "Liability") of every nature arising out of or in connection with Contractor's
performance of the Services or its failure to comply with any of its obligations contained
in this Agreement. Notwithstanding the foregoing, to the extent that this Agreement is a
"construction contract" as defined in California Civil Code section 2783, as amended
from time to time, such duty to indemnify shall not apply when to do so would be
prohibited by California Civil Code section 2782. In the event that Contractor or any
employee, agent, or subcontractor of Consultant providing services under this Agreement
is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the
City, Contractor shall indemnify, defend, and hold harmless the City for the payment of
any employee and/or employer contributions for PERS benefits on behalf of Contractor
or its employees, agents, or subcontractors, as well as for the payment of any penalties
and interest on such contributions, which would otherwise be the responsibility of the
City.
29. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors"
in Exhibit B-1, attached hereto and incorporated herein by reference. [Indicate attached
exhibit, e.g., "B-1 " or `B-2 "]
30. Amendment. This Agreement may be amended only by a written instrument executed
by both Parties.
31. Litigation. If litigation ensues which pertains to the subject matter of Contractor's
Services hereunder, Contractor, upon request from City, agrees to testify therein at a
reasonable and customary fee.
32. Construction. This Agreement is the product of negotiation and compromise on the part
of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654,
any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
33. Governing Law; Venue. This Agreement shall be enforced and interpreted under the
laws of the State of California and the City of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the County of Sonoma, State of California.
JANrrORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 201213
34. Non -Waiver. The City's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain in full force and effect.
35. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
36. No Third Partv Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or right in any third party.
37. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties
shall mutually agree upon the mediator and shall divide the costs of mediation equally.
38. Contractor's Books and Records.
A. Contractor shall maintain any and all ledgers, books of accounts, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to the City for
a minimum period of three (3) years or for any longer period required by law,
from the date of final payment to Contractor pursuant to this Agreement.
B. Contractor shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years or for
any longer period required by law, from the date of termination or completion of
this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such
documents shall be provided to the City for inspection at Petaluma City Hall
when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Contractor's address indicated for receipt of
notices in this Agreement.
D. Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Contractor's business,
City may, by written request by any of the above-named officers, require that
custody of the records be given to the City and that the records and documents be
maintained in Petaluma City Hall. Access to such records and documents shall be
granted to any party authorized by Contractor, Contractor's representatives, or
Contractor's successor in interest.
39. Headings. The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
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JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) Junc 201214
40. Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Contractor shall
survive the termination of this Agreement.
41. Entire Aereement. This Agreement; including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties with respect to
the Services, and supersedes all prior agreements or understandings, oral or written,
between the Parties in this regard.
IN WITNESS 'VHERROF, the parties hereto have executed this document the day, month and
year fust above written.
CITY OF PETALUMA
CONTRACTOR
City Manager
ATTEST:
Name
Q IC'C 11
Title
4-N Za&k m d a td� N
City Clerk
APPROVED AS TO FORM:
Address rt "
l_
VYLt B Ik-- ckq� 5'7,
State Zip
.ity��'',,+
^�
`"\�' �1' fit-It-lt-P
City Attorney
Taxpayer I.D. Number
APPROVED:
())C) 3(3 � 1
Petaluma business Tax Certificate Number
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
JANITORIAL PROFESSIONAL SERVICES AGREEMENT
(1201137.1) June 201215
Tuw.lt
PROPOSAUCONTRACT
FOR
JANITORIAL MAINTENANCE SERVICE
The following prices should be in accordance with terms, conditions and work specifications
contained herein:
BID SUMMARY
SCOPE OF WORK:
Clean designated sidewalks using hot water and steam. Soils, stains ano guru .0 be removed.
Service to be performed late in the evenings or early morning hours to minimize impact to the
public.
Protect business from any water entering their entry ways.
Must respond to extra cleanup calls within 24 hours.
Page 3
16
1st
Times
Time
per
Routine
Cost
Year
Costs
1. Petaluma Blvd N. from Washington St. to B St.
$ -top.
12
g50O mla i^
2. Western Ave. from Petaluma Blvd. N to Keller St.
12
Lt 5'-o • -
3. Kentucky St from B St. to Washington St.
160;
12
00 • -
4. Keller St. from Western Ave to Washington St
1„S0,-
12
�.
5. Liberty St. from Western Ave. to Washington St.
e0()
12
LAj30• -
6. Petaluma Blvd. from Martha St. to Washington St.
r100`1
12
Lt50•-
7. Petaluma Blvd. from B St. to D St.
j(y=
12
Lt i0•-
8.4th St. from B St. to D St
12
{ jo.-
9. Spot Clean-ups th ti� N ,� C}v
4 \ OU _
100
M � tv t M vwl
iw'�-t
Annual Total
iyP1n-
(o 5a• I s E' �`�'
SCOPE OF WORK:
Clean designated sidewalks using hot water and steam. Soils, stains ano guru .0 be removed.
Service to be performed late in the evenings or early morning hours to minimize impact to the
public.
Protect business from any water entering their entry ways.
Must respond to extra cleanup calls within 24 hours.
Page 3
16
INSURANCE REQUIREMENTS
FXHIBIT B-1
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall have obtained all insurance required under this paragraph and such insurance
shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and
sufficiency. All requirements herein provided shall appear either in the body of the insurance
policies or as endorsements and shall specifically bind the insurance carrier.
Consultant shall procure and maintain for the duration of the contract all necessary insurance
against claims now and in the future for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by the Consultant, the
Consultant's agents, representatives, employees and subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b. Contractual liability.
2. Insurance Services Office form covering Automobile Liability, code I (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Such other insurance coverages and limits as may be required by the City.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $,1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability Insurance or other form
with a general aggregate liability is used, either the general aggregate limit shall
apply separately to this Agreement or the general aggregate limit shall be twice
the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
Bodily Injury by Disease - $1,000,000 each employee.
4. Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Exhibit B-1
Pagel oft
INSURANCE REQUIREMENTS (City)
(009323) .+Pa za m
17
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as Additional Insureds as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed operations
of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its officers, officials, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. 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.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees, agents or volunteers.
4. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought except, with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors,
subcontractors or others involved in anyway with the Services to do likewise.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A: VII.
F. Verification of Coverage
Consultant shall furnish the City with original endorsements effecting coverage required
by this clause. 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 before the Services commence.
Exhibit B -t
Page 2 of 2
INSURANCE REQUIREMENTS (City)
(609325) April 2010
10
EXHIBIT C
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter
8.36, applies to certain service contracts, leases, franchises and other agreements or funding
mechanisms providing financial assistance (referred to hereafter as an "Agreement") between
the City of Petaluma ("City") and/or the Petaluma Community Development Commission
("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding
or financial benefits ("covered entities").
Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or
proposal for any Agreement subject to the Ordinance, the covered entity shall:
0 Acknowledge that the covered entity is aware of the Ordinance and intends to comply
with its provisions.
Complete the Report of Charges, Complaints, Citations and/or Findings contained in this
Acknowledgement and Certification by providing information, including the date, subject
matter and manner of resolution, if any, of all wage, hour, collective bargaining,
workplace safety, environmental or consumer protection charges, complaints, citations,
and/or findings of violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing,
Division of Occupational Safety and Health (OSHA), California Department of Industrial
Relations (Labor Commissioner), Environmental Protection Agency and/or National
Labor Relations Board, which have been filed or presented to the covered entity within
the ten years immediately prior to the bid, proposal, submission or request.
Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any
covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluma Municipal Code Chapter 8.36.
By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that
it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
this Acknowledgement and Certification is authorized to bind the covered entity as to the matters
covered in this Acknowledgment and Certification.
Page 1 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(16386972) Nov 2012
Im
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D:
� )�" ��v ���h�fav\ V\Yk� —4(e Date:
(Print Name of Covered Entity/Business Capacity)
t,
By
rint Name)
,�
\(Signature)
Its \ �� ��� 4.fi
(Title /Capacity of Authorized Signer)
Page 2 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012
20
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS
PURSUANT TO PEI TALUMA MUNICIPAL CODE SECTION 8.36.120
FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL, OR
CONSUb1ER PROTECTION CHARGE, COMPLAINT, CITATION, AND/OR FINDING OF VIOLATION OF LAW
OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LIMITED TO THE
CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL
SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (LABOR
COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL LABOR RELATIONS
BOARD, WHICH:
® AFFECTS YOU ASA PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE
AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY
DEVELOPMENT COMMISSION -FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA
MUNICIPAL CODE CFIAPTER 8.36 (LIVING WAGE ORDINANCE), AND
® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE- TEN YEARS IMMEDIATELY PRIOR TO THE
BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT AND
CERTIFICATION IS MADE.
PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE
COMPLAINT, CITATION OR FINDING, THE SUBJECTMATTER AND THE MANNER OF RESOLUTION, IF
ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING.
IF NONE, PLEASE STATE "NONE": A / 1A -
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution, if any:
Expected resolution, if known:
Page 3 of 3
LIVING WAGE ACICNOWLEDGEMF.NT
AND CERTIFICATION
(1638697.2) Nov 2012
21
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