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CS Cleaning Services for Falkirk Cultural CenterAGREEMENT FOR PROFESSIONAL SERVICES FOR CLEANING SERVICES FOR FALKIRK CULTURAL CENTER This Agreement is made and entered into this ~ day of ~o" eM '00" , 20n by and between the CITY OF SAN RAP AEL (hereinafter "CITY"), and No More Dirt, Inc . (hereinafter "CONTRACTOR "). RECITALS WHERE AS, the City is in need of cleaning services for Falkirk Cultural Center; and WHEREAS, Contractor provides cleaming services and ah-eady provides such services to other City buildings; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows : 1. PROJECT COORDlNATION. A. CITY'S Project Manager. The Community Service Director, or her designee, is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B . CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Jose Luis Figueroa, is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2 . DUTIES OF CONTRACTOR. CONTRACTOR shall perfOlID the duties andlor provide services as follows : Contractor will provide all services and necessaty materials for services listed in the "Service Outline" dated 10 /03/2017 and attached as Exhibit A ("Services") excluding hand soaps, paper products, atld plastic liners ("Excluded Materials"). City is responsible for the costs of Excluded Materials as well as the costs of all debris disposal. Contractor will provide all equipment necessary to perfonn the Services and general liability insurance coverage. 3 . DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perf 01111 the duties as follows: In consideration of the Services to be perfonned by Contractor, Client agrees to pay Contractor $ 865 .00 per month. 4 . COMPENSATION. For the full perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: $ 865.00 per month. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The tenn of this Agreement shall be for one year cOlmnencing on November 17,2017. This agreement shall automatically renew each year on November 17, unless either party provides notice to the other of its intent to terminate this agreement on or before October 1 of any year. If such notice is provided, the tenn of this Agreement shall expire at the end of the then-culTent one (1) year tenn without any additional extensions and without the need for any additional notice, unless it is subsequently tenninated at an earlier date in accordance with Section 6 of this Agreement. 6. TERMINATION. A. Discretionary. Either paIty may tenninate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may tenninate tills Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or COlTect the cause of the tennination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination . Upon receipt of notice of telmination, neither paIty shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon tennination, any and all CITY documents or materials provided to CONTRACTOR and any aIld all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after tennination. 7 . OWNERSHIP OF DOCUMENTS . 2 The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in cOlmection with its perfom18.nce of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or h'ansfer any interest in this Agreement nor the perfonnance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the tenn of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injUlY, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional perfonns any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($1,000,000) per occurrence/four million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's perfonnance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of Califomia, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the 3 CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primalY with respect to any insmance or coverage maintained by CITY and shall not call upon CITY's insmance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3 . Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance can·ier shall not cancel, terminate or otherwise modify the terms and conditions of said insmance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made F0l111, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. TIle limits of insurance required in this Agreement may be satisfied by a combination of primary and wnbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributOlY basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insmance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Fmihel111ore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maxin1Um limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any 4 self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, 5 except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 6 Risa DeFerrari City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Jose Luis Figueroa No More Dirt, Inc. 1699 Valencia Street San Francisco, CA 94110 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT --AMENDMENTS. A. The telms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the paJ1ies with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or wlitten, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the telms and conditions of this Agreement, and the tenns and conditions of the attached exhibits or the documents expressly incorporated by reference, the tenl1S and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct fi:om any payment due to CONTRACTOR under tlus Agreement, any monies wmch CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other aJl1ounts. 19. WANERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other teTI11, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other teTI11, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, or other c'onsideration which may 7 become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing patty in any action brought to enforce the terms and conditions of this Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work perfOlwed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification) . 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR BY:_§:_;-P ~_ Name: ~) . .( Title: _--->.r......;... ATTEST: Ot.-tl-l ~ fOR..: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: 8 BER: F. EPS~ City ~O~ 9 Exhibit A Falkirk Cultural Center 1408 Mission Ave San Rafael CA 94901 Prepared For: Risa Deferrari Prepared by: Jose Luis FigueroaJNo More Dirt Inc, October 3,2017 AREAS TO BE SERVICED Restrooms Office EntIy, Foyer, Dancing room, conference room all first floor Kitchen Stairs Art Galery upstairs Changing room and restroom upstairs BASIC SERVICES Empty trash containers and replace liners Empty recycling containers Dust fumiture including all woodwork Vacuum carpets Sweep and mop floors Spot check door glass Remove Cobwebs Kitchen Clean counters tops and sinks Clean Stove, hood Sweep and mop floors and edges Sweep and mop all floors and under equipment Restrooms Spot clean vertical surfaces Wipe down horizontal surfaces : counter tops, dispensers, toilets Clean and disinfect toilets Clean all mirrors Dispose of waste and install new liners Spot clean and/or shine any waste receptacles Wet mop hard surface floors using desinfectant Restock hand soaps and paper disposables High dusting: air grills, ceiling fixtures MATElUALS AND EQUIPMENT ContI'actor provides all cleaning solutions and equipment FREQUENCY 3 x/week 3 x/week 3 x/week 3 x/week I x/week I x/month 1 x/week FREQUENCY 3 x/week 3 x/week 3 x/week 3 x/week 3 x/week 3 x/week I x/week FREQUENCY 3 xlweek 3 x/week 3 x/week 3 x/week FREQUENCY 3 x/week 3 x/week 3 xlweek 3 x/week 3 x/week 3 x/week 3 xlweek 3 xlweek 3 x/week Client supplies restroom products and liners, or contractor supplies and bills separately SERVICE SCHEDULE 3 times a week BID $865,00 per month CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Risa DeFerrari Extension: 3328 Contractor Name: No More Dirt, Inc. Contractor's Contact: Jose Luis Figueroa Contact's Email: joseluis@nomoredirt.com D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Already Active Vendor 11/16/2017 12/18/2017 12/18/2017 1/12/2018 D N/A Or Click here to enter a date. \ -\M~ • \---i 1-l 1 (-1,,2/( t \-1:Z.-1 B REVIEWER Check/Initial D RD D ~LMM ~LMM ~ D LU U W-tvt -~ ~