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HomeMy WebLinkAboutC-6303 - JSA for Sidewalk Steam CleaningAMENDMENT NO. THREE TO JANITORIAL SERVICES AGREEMENT WITH QUALITY COMMERCIAL CLEANING INC. DBA SPECTRUM FACILITY MAINTENANCE FOR SIDEWALK STEAM CLEANING THIS AMENDMENT NO. THREE TO JANITORIAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 22nd day of October, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and QUALITY COMMERICAL CLEANING INC., doing business as ("DBA") SPECTRUM FACILITY MAINTENANCE, a California corporation ("Contractor"), whose address is 17510 Studebaker Road, Cerritos, California 90703, and is made with reference to the following: RECITALS A. On September 22, 2015, City and Contractor entered into a Janitorial Services Agreement ("Agreement") to perform janitorial services for City ("Project"). B. On December 21, 2015, City and Contractor entered into Amendment No. One to clarify compensation terms. C. On April 1, 2017, City and Contractor entered into Amendment No. Two to increase compensation to account for a higher volume of Work than was originally contemplated. D. The Parties desire to enter into this Amendment No. Three to amend the compensation from an annual not to exceed amount to a total Agreement not to exceed amount, to supplement revised Billing Rates, and to amend the project manager, administration, conflicts of interest, and notices sections. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: COMPENSATION TO CONTRACTOR Exhibit B to the Agreement shall be supplemented to include the Revised Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Million Three Hundred Seventy Thousand Dollars and 00/100 ($1,370,000.00), without prior written amendment to the Agreement." Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 1 The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. Three, including all reimbursable items and subconsultant fees, in an amount not to exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00). 2. PROJECT MANAGER Section 5.1 of the Agreement is amended in its entirety and replaced with the following: "Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Mario Costa to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel." 3. ADMINISTRATION Section 6 of the Agreement is amended in its entirety and replaced with the following: "This Agreement will be administered by the Public Works. City's Field Maintenance Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement." 4. CONFLICTS OF INTEREST Section 22 of the Agreement is amended in its entirety and replaced with the following: "22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section." 5. NOTICES Section 23.2 & 23.3 of the Agreement are amended in its entirety and replaced with the following: "23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Field Maintenance Manager Public Works Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 2 City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Mario Costa Quality Commercial Cleaning, Inc. dba Spectrum Facility Maintenance 17510 Studebaker Road Cerritos, CA 90703" 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 104cf 42010t By: - - Aaron C. Harp City Attorney ATTEST: Date: ���• By: 44"W J, 510, Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: . �./ L�1 L By: Diane B. Dixon Mayor CONTRACTOR: QUALITY COMMERICAL CLEANING INC., doing business as ("DBA") SPECTRUM FACILITY MAINTENANCE, a California corporation Date: Signed in Counterpart By: Mario Costa Chief Executive Officer/Secretary [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT07N%'S OFFICE Date: W' Aaron C. Harp City Attorney ATTEST: Date: -0 Leilani 1. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: Diane B. Dixon Mayor CONTRACTOR: QUALITY COMMERICAL CLEANING INC., doing business as ("DBA") SPECTRUM FACILITY MAINTENANCE, a California cornoxation Date: I d V) / I I By: Mario Costa Chief Executive Officer/Secretary [END OF SIGNATURES] Exhibit B — Schedule of Billing Rates ­­ ..... . ..... . . . .................. .. . ......... ­­­­ . ....... . .................. .. . .......... ........... ... . .......... . .. . .. . ...................... ­­ .. . ................... . ................ ...... ....... Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 4 EXHIBIT B SCHEDULE OF BILLING RATES Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page B-1 Exhibit B - Revised Billing Rates (Amendment 3) Effective Date: October 22, 2019 Area Total Annual Cost Balboa Village (146,091 sq ft) $ 94,792.77 Increase Balboa Village to Twice per Month (Oct -Apr) $ 21,420.00 Marine Avenue (24,240 sq ft) $ 24,712.19 McFadden Square (35,600 sq ft) $ 76,868.49 Increase McFadden to Weekly (May - Mid September) $ 15,900.00 Corona del Mar (36 trashcans, 39 benches, 6 bus canopies) $ 4,193.23 Balboa Pier (26,706 sq ft) $ 3,603.86 Newport Pier (31,460 sq ft) $ 3,603.86 Increase to Monthly (Year Round) $ 1,630.00 Additional Work Various Locations - Bird Cleanup $ 13,000.00 West Newport Plexi Glass $ 9,600.00 Lido Bridge $ 1,400.00 Balboa Island & Little Island (Perimeter) $ 12,000.00 Original Scope of Work Subtotal (Bold Line Items)* $ 207,774.40 Additional Scope of Work Subtotal $ 74,950.00 Revised Total Annual Cost $ 282,724.40 Supplemental call -out rate for special cleaning (2 -hour minimum, travel time not included) $ 137.25 *Includes approved annual CPI increases (r) O (� AMENDMENT NO. TWO TO g JANITORIAL SERVICES AGREEMENT WITH QUALITY COMMERCIAL CLEANING INC. DBA <' SPECTRUM FACILITY MAINTENANCE FOR SIDEWALK STEAM CLEANING THIS AMENDMENT NO. TWO TO JANITORIAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 1St day of April, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and QUALITY COMMERCIAL CLEANING INC. DBA SPECTRUM FACILITY MAINTENANCE, a California corporation ("Contractor'), whose address is 17510 Studebaker Road, Cerritos, California 90703, and is made with reference to the following: RECITALS A. On September 22, 2015, City and Contractor entered into a Janitorial Services Agreement ("Agreement") to perform janitorial services for City ("Project"). B. On December 21, 2015, City and Contractor entered into Amendment No. One ("Amendment No. One") to clarify compensation terms C. Since entering into the Agreement as amended by Amendment No. One, Contractor was asked to perform a higher volume of Work for the Project than was originally anticipated. Such Work includes performing janitorial services for additional City departments than were originally contemplated. The parties desire to enter into this Amendment No. Two to increase compensation to account for the higher volume of Work. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. For the first year after the Effective Date of this Agreement, Contractor's annual compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Thirty Thousand Dollars and 001100 ($230,000.00), without prior written amendment to the Agreement. For the second year after the Effective Date of this Agreement, and for the third (3rd), fourth (4t") and fifth (5th) years after the Effective Date of this Agreement, if this Agreement is extended for any or all such years, as provided herein, Contractor's annual compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Fifty Five Thousand Dollars and 001100 ($255,000.00), without prior written amendment to the Agreement. At the City's discretion and in accordance with Section 1 of this Agreement, after the first two (2) years after the Effective Date of this Agreement, this Agreement may be extended for one or all of the following: a third (3'd) year, a fourth (4th) year, and/or a fifth (5th) year, with any or all of such extensions being at the City's discretion. In the event this Agreement is extended for a third (3rd), fourth (4th) or fifth (5th) year after the Effective Date of this Agreement, Contractor's annual compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Fifty Five Thousand Dollars and 00/100 ($255,000.00), without prior written amendment to the Agreement. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Million Two Hundred Fifty Thousand Dollars and 001100 ($1,250,000.00), if this Agreement is extended for years three (3), four (4) and five (5)." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Five Thousand Dollars and 001100 ($25,000.00) per year for years two (2), three (3), four (4), and five (5), for a total of One Hundred Thousand Dollars and 001100 ($100,000.00). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Quality Commercial Cleaning Inc., dba Spectrum Facility Maintenance Page 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: MIMI% Aaron Harp City Attorney ATTEST: Date: ,2. 11 By: 4k /Nyv-- Leilani I. Brown City Clerk LA LI F0 A CITY OF NEWPORT BEACH, a California municipal corporation Date: S( 11 D By: C` Dave iff City Manager CONTRACTOR: Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance, a California corporation Date: Y Christian Terry President / Secretary- [END ecretary [END OF SIGNATURES] Quality Commercial Cleaning Inc., dba Spectrum Facility Maintenance Page 3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/23/17 Dept./Contact Received From: Date Completed: 4/6/17 Sent to: Company/Person required to have certificate: Type of contract: Joan Joan By: Quality Commercial Cleaning All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 12/11/16-12111/17 A. INSURANCE COMPANY: Ohio Casualty Ins. Co. B. AM BEST RATING (A-: VI I or greater): A: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1 M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT—please attach F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? K. ELECTED SCMAF COVERAGE (RECREATION ONLY): L. NOTICE OF CANCELLATION: II. Alicia ® Yes ❑ No 1 M/2M ® Yes ❑ No �I ■ ® Yes ❑ No ® Yes ❑ No ® Yes ❑ No ❑ Yes ® No ® NIA ❑ Yes ❑ No ❑ N/A ® Yes ❑ No AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 2/28/17-2/28/18 A. INSURANCE COMPANY: West American Insurance Company B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste 1M N/A ® Yes ❑ No Haulers only): ® N/A ❑ Yes G. HIRED AND NON -OWNED AUTO ONLY: ® N/A ❑ Yes H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ❑ No ❑ No I III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 12/16/16-12/16/17 A. INSURANCE COMPANY: State Compensation Insurance Fund B. AM BEST RATING (A-: VII or greater): N/A C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY ®N/A ❑ Yes ❑ No V BUILDERS RISK ®N/A ❑ Yes ❑ No Approved: (i 4/6/17 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A []Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. rr) U AMENDMENT NO. ONE TO JANITORIAL SERVICES AGREEMENT WITH QUALITY COMMERCIAL CLEANING INC. DBA SPECTRUM FACILITY MAINTENANCE FOR SIDEWALK STEAM CLEANING THIS AMENDMENT NO. ONE TO JANITORIAL SERVICES AGREEMENT ("Amendment No. One') is made and entered into as of this 21st day of December, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and QUALITY COMMERCIAL CLEANING INC. DBA SPECTRUM FACILITY MAINTENANCE, a California corporation ("Contractor'), whose address is 17510 Studebaker Road, Cerritos, California 90703, and is made with reference to the following: RECITALS A. On September 22, 2015, City and Consultant entered into a Janitorial Services Agreement ("Agreement") to perform janitorial services for City ("Project"). B. The parties desire to enter into this Amendment No. One to modify compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's annual compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Thirty Thousand Dollars and 001100 ($230,000.00), without prior written amendment to the Agreement. At the City's discretion and in accordance with Section 1 of this Agreement, after the first two (2) years, this Agreement may be extended for the third (3rd), fourth (4th) and fifth (5th) years. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Million One Hundred Fifty Thousand Dollars and 001100 ($1,150,000.00), if this Agreement is extended for years three (3), four (4) and five (5). INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Quality Commercial Cleaning Inc., dba Spectrum Facility Maintenance Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (7 -If 511 5 By: O Aaron C. Harp � X1,5 City Attorney ►vl lu AL3 ATTEST: 1-100 I � /„ Date: {U By: Leilani I. Brown City Clerk EW CITY OF NEWPORT BEACH, a California municipal corporation Date: 11 -- By: 1 -- By: Michael Pisani Director of Municipal Operations CONSULTANT: Quality Commercial Cleaning Inc., dba Spectrum Facility Maintenance, a California corporation Date: f 7-1-1 1 S -- By: 6�A Christian Terry President Date: d n /r 1 By: Christian Terryi Secretary [END OF SIGNATURES] Quality Commercial Cleaning Inc., dba Spectrum Facility Maintenance Page 3 ec© JANITORIAL SERVICES AGREEMENT WITH QUALITY COMMERCIAL CLEANING INC. DBA SPECTRUM FACILITY MAINTENANCE FOR SIDEWALK STEAM CLEANING THIS JANITORIAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 22nd day of September, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and QUALITY COMMERCIAL CLEANING INC., dba SPECTRUM FACILITY MAINTENANCE, a California corporation ("Contractor"), whose address is 17510 Studebaker Road, Cerritos, California 90703, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform janitorial services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the janitorial services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on September 30, 2017, unless terminated earlier as set forth herein. The initial term shall be two (2) years with the City's option to renew the Agreement for three (3) additional one (1) year terms ("Renewal Term") unless terminated earlier as set forth herein. In any event the term of this Agreement shall not extend beyond September 30, 2020 without a written amendment to the Agreement. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 2.2 Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Thirty Thousand Dollars and 001100 ($230,000.00), without prior written amendment to the Agreement. At the City's discretion and in accordance with Section 1 of this Agreement, after the first two (2) years, this Agreement may be extended for the fourth (4th) and fifth (5th) years. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Million One Hundred Fifty Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 2 Thousand Dollars and 00/100 ($1,150,000.00), if this Agreement is extended for years four (4) and five (5). 4.2 Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the billing rates set forth in Exhibit B (`Billing Rates") shall be adjusted in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI -U)", for the Los Angeles -Riverside -Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed the Consumer Price Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment, whichever is less. 4.3 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.4 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.5 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Dean Woodward to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 3 personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Field Maintenance Superintendent or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 4 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 5 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 6 subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to 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 under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 7 activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Field Maintenance Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 8 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Dean Woodward Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance 17510 Studebaker Road Cerritos, CA 90703 KM41>10_1 ilT&I, Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. TERMINATION 25.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 25.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. LABOR 26.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSK) (29 USCA § 201, et seq.). Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 9 26.2 Contractor shall comply with all applicable provisions of the California Labor Code, including the Displaced Janitors Opportunity Act (Labor Code §§1060- 1065). 26.3 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 26.4 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 26.5 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 10 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 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. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY AT RN IY'S OFFICE Date: "'aBy. Aaron C. Harp City Attorney ATTEST: ��-�G Date: By: i6yw� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: A E ward D. Se ich Mayor CONTRACTOR: Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance, a California corporation Date: (; 0 c j r By: Christian r President Date:�3JC� By: 41A, Christian Terry Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page 12 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Lzs Ansf��'-s ) ss. On Ockober ls`Ir , 20 (S before me, I)0.uAia, 130LUQrm li- Notary Public, personally appearedht-%8f6 t r who proved to me on the basis of satisfactory evidence to be thersgq,n�K whose namg(M is resubscribed to the within instrument and acknowledged to me thatij]d/sPfe/tl;;r6y executed the same in&per/tir authorized capacity), and that b hi b r/tor6ir signaturesXon the instrument the persorl(4, or the entity upon behalf of which the person(s acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ... WITNESS my hand and official seal. S*raTl r. ure rAVID J. NAVAMO conwri"m No. 2104M 8Los Men" Cb*Ty ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of 1 ss. On 20 before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be t subscribed to the within instrument and acknowledged to same in his/her/their authorized capacity(ies), and that by instrument the person(s), or the entity upon behalf of which instrument. (seal) California he person(s) whose name(s) is/are me that he/she/they executed the his/her/their signatures(s) on the the person(s) acted, executed the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance EXHIBIT A SCOPE OF SERVICES • DESCRIPTION OF PROJECT o Furnish all labor, tools, expendable equipment, materials, transportation services necessary for the sidewalk steam cleaning services as described herein including, but not limited to, the following: • Provide the supervision, equipment, tools, labor, and materials, to steam clean 172,797 square feet of Lithocrete sidewalks and designer roadway pavement in Balboa Village area identified on the enclosed map A. The Contractor shall develop and execute a schedule to perform sidewalk and roadway steam cleaning tasks once per week from May through September, and once per month from October through April. • Provide the supervision, equipment, tools, labor, and materials, to steam clean 24,240 square feet of Lithocrete sidewalks in the Marine Ave area identified on the enclosed map B. The Contractor shall develop and execute a schedule to perform sidewalk steam cleaning tasks twice per month. • Provide the supervision, equipment, tools, labor, and materials to steam clean 67,050 square feet of Lithocrete sidewalks in the McFadden Square area identified on the enclosed map C. The Contractor shall develop and execute a schedule to perform the sidewalk steam cleaning tasks twice per month, and memorial steam cleaning tasks twice per week. • Provide the supervision, equipment, tools, labor, and materials, to steam clean the concrete Balboa and Newport Piers identified on the enclosed map on pages A and C. The Contractor shall develop and execute a schedule to perform concrete steam cleaning tasks of the pier ends once per week from May through September, and once per month from October through April. The Contractor shall develop and execute a schedule to perform concrete steam cleaning tasks of the piers ,once per month from May through September, and once per three months from October through April. • Provide the supervision, equipment, tools, labor, and materials to steam clean 36 trashcans, 39 benches, and 6 bus canopies in the Corona del Mar area identified on the enclosed map D. The Contractor shall develop and execute a schedule to perform the steam cleaning tasks once per month. • Remove gum, spills, dirt, spots, blood, fish oil, graffiti, and dirt and grime from the contract areas identified in the enclosed maps at every cleaning. In the case of hard to remove stains, the Contractor shall utilize an environmentally sensitive stain remover. • Contractor will be required to utilize mechanical means to collect the Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page A-1 wastewater generated during the performance of the steam cleaning tasks described in the RFP. In all areas, zero discharge of wastewater will be allowed. Contractor shall recycle the residual water for reuse and properly dispose of wastewater. Contractor shall ensure that storm drain inlets are properly dammed with sand bags and/or filter fabric to prevent entry of water or debris into the storm drain system during performance of steam cleaning tasks. ■ Contractor shall clean contract area utilizing a hot water pressure washer (minimum of 2,500 PSI) with either a 20 -degree or 30 -degree spray tip set at a minimum of 180 degrees Fahrenheit. The pressure washing spray tip must remain at a minimum of 18" from the cleaning surface in order to reduce the potential for damages to the cleaning surface. The Contractor will be responsible for damages to sidewalks and roadway pavements resulting from excessive water pressure, heat and/or improper cleaning techniques. • Contractor shall perform 20,000 square feet of special cleaning "free of charge" for each contract year at the request of the City. These cleanings are not re -cleanings of an area not done properly but rather an additional cleaning that is not part of the regular schedule. These may be used to clean before and after traffic hazards, parades, and similar events, or for any reason that the City chooses. Additional requested special cleaning shall be billed at the per unit price including the supplemental hourly call -out rate, which shall not include travel time. • WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Friday. No Saturday or Sunday work is to be scheduled without prior written permission from the City, unless it is an emergency situation. • QUALITY OF WORK AND MATERIALS o The Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project, including delivery, storage and handling of products. o All material and equipment fumished by the Contractor shall be high grade, and free from defects and imperfections, unless otherwise hereinafter specified. Workmanship shall be in accord with the best standard practices. Both materials and workmanship shall be subject to the approval of the Project Administrator. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page A-2 o All work shall be performed in accordance with the HIGHEST INDUSTRY STANDARDS, as stated in the specifications described herein. Standards and frequencies may be modified from time to time as deemed necessary by the City for the proper maintenance of the sites. o If, in the judgment of the City, the quality of work is less than that specified herein, the City shall, at its option, in addition to or in lieu of other remedies provided herein, withhold appropriate payment from the Contractor until services are rendered in accordance with specifications set forth within this document and providing no other arrangements have been made between the Contractor and the City. Failure to notify of a change and/or failure to perform an item or work on a scheduled day may, at the City's sole discretion, result in deduction of payment for that date, week, or month. Payment will be retained for work not performed until such time as the work is performed to City standard. • WORKMANSHIP AND SUPERVISION Contractor shall designate a Project Manager to serve as the main contact for the Contractor throughout the project. The Project Manager shall have the authority to handle and resolve any contract disputes with the City and be experienced in sidewalk steam cleaning services. o All work shall meet with the approval of the City's designated Project Administrator. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor's Project Manager and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. RESPONSIBILITY FOR DAMAGES OR INJURY Any damage done by Contractor outside the area and scope of the work of the contract shall be repaired or replaced as directed at no additional cost to the City. • PROJECT ADMINISTRATION o Based on the results of this solicitation process, the City will enter into a two- year on-call contract with the highest -qualified contractor(s). On-call contracts do not guarantee or imply any specific quantity of work over the proposed two year contract period. When the need for services arises, the City shall request either verbally or in writing, the necessary maintenance repair services required in adequate detail. Contractor shall then provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: • A detailed description of the Services to be provided; Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page A-3 The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available; • The estimated number of hours and cost to complete the Services; and • The time needed to finish the specific Project. City will assess the Letter Proposal to ensure that services and costs proposed are commensurate with those provided in the Contractor's RFP response. No Services shall be provided until the City has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. No services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Proposal. • SAFETY REQUIREMENTS o All work performed under this contract shall be performed in such a manner as to provide maximum safety to the public and where applicable comply with all safety standards required by CAL -OSHA. The City reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance under this contract. All contractor employees shall have access to a W.A.T.C.H. (Work Area Traffic Control Handbook) at all times. o Contractor's field personnel shall wear easily recognizable uniforms containing Contractor's name. Contractor shall be responsible for supplying all appropriate personal protective equipment including but not limited to safety vests, safety shoes and reflective vests. o The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from his/her operations. Any hazardous condition noted by the Contractor, which is not a result of his/her operations, shall be immediately reported to the City. o Warning signs, lights, and devices shall be installed and displayed in conformity with 'The California Manual on Uniform Traffic Devices" for use in performance of work upon highways issued by the State of California, Department of Transportation. o Contractor's employees shall be trained in health and safety per CALOSHA Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page A-4 MAP A: TECHNICAL SPECIFICATIONS ralk Maintenance Balboa VOlage NL\Y L �LhIXP,cT'.IPEA�W:rI`.f2 q.Rl PyTAtM ..iTATR\fOl .i rv., ) '. f�fj9utYN1`2n 1'CP�t Riyy>!lr(e,R � F:RS: 1 ' �4NO:Ri gPf'naJtllP.f4 q.M. - �f 4111SRIL iAl1.FL[Y ylaligN� IYUi: } �[ K. 11C I\ WKiii �h �f[ a1Wvn CGnCII A�/3 aq M1.1 xy��ty e 'rak: uYnew:�L xn in 3 �&WVM g1x3y4�Yc,hl Ny�Y.�Af Afl.`1 4 O\W4:A:^.ESCE!']Ix ILL91iJ-h: —�--Y Ott I�rYr�rescexeasl£>b]r.. n;l LJow _ snuM :IPrw-R; _�Tyryyµ't - 'yM1"YY s - y MAP B: a o o x,2 '�2 g br;o Marine Avenue r V ° `� ,fir Pressure Washing Proposal s d, ,l4 x �.., _ BAY FRORTA0.EYK ym s ,- f N ,. . c. > J33 -3U 'a 333' ➢226[.2". . 333A-o5 .. <o A-0'. 329327 325.' 324' 1' 925 ' 325322: 324 ,: i X323 , �n2�'. 323 322 321 320 " 327 A o `' �` 321 320,31319 318'= 318 319A1 ^' ';.3183181/2 316 " 317 - 317 <_314A1- 315 314.- 3151 _ 315,I2 3146315312V2 313 312 $1 12-', ° 313.112 �. 313-ZA37} 3t23:' 31031f' ,` '` 311308 r2309 ARA307 B307306 12307A306 304 12 30403 302t2 �2 360.307, 301' 300 n BALSOAAVE 227 226 229 A -C 228 A -C 227, 226 12.. 227 t2 226 225 224 2251/2 „225 _: - 224 225 224 223 222 X223 222 `2231 ' 221 220 - ^ '221 x222 xza 1n' 221, 220 ^ 219 218 21912 : ` 218+2219 218 219 218 217 216 "'A 216 t2 217 : 216 217 . 216 215 214`- `215 " 214, 215 214 2i3 +rz 213 212 :213 E 213 212 211 210 211A i 210 211- 210 211 269 +ii 209 208 ". 209 208 209 208 43)11 sq. 207 206 : ` 207 n� _ 206 207- 2006 21rz 205 204"1 1204 2112: 204 203 i2 202 203 €. .205 200 203' 202 o Sidewalks (24240 sq. 0.) 1306 201 1304 1306: 201 200 6139rsq,(1; M PARK AVE s W A0� E 00Rsq It 11' 14'k. 127127 127- 726 B i �724 125 R 124Ss 123 122 123- 122.121 121112 Ila MAP C: ��� xi � s � s�, 1 h��� �, dR&s, Sidewalk Maintenance g ♦ � Ct7 � �, a�,.ki'�� +�� ; K "� ,i 1 � t �A� MCFadGen Squ e 1 4t � � � y" 1� k k F Ss 61 �t 1 t 1 p "j 4 MW� K. (t.,\, A �i _CDMrFA00EN S0VARE 1]2WaC hl ®NEKFLRT%ER 31i°A a¢RI 33160 sq.k. Y., MAP D: EXHIBIT B SCHEDULE OF BILLING RATES Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page B-1 _ A'TTA64MENT D. PROPOSALOf. ER FORM . Instructions: Proposers marysubmit Pricing information on their own forms but this Proposal Offer Form must also be completed. Complete this form, sign, and remit as part of your Proposal as Attachment D. Please attach company rate sheets for items not listed above. Area Total Annual Cost Balboa Village (146,091 sq ft) $ 87,814.50 Marine Ave (24,240 sq ft) $ 22,892.98 McFadden Square (35,600 sq ft) $ 71,209:74 Corona del Mar (36 trashcans, 39 benches, 6 bus canopies) $ 3,834.52 Supplemental call -out rate for special cleaning 12 -hour minimum, travel time not included) $125.00 Pier Cleaning Balboa Pier (26,706 sq ft) $ 3,338:56 Newport Pier (31,460 sq ft) $ 3,339.56 Totol Annual Cost $192,428.86 Christian TerrV - President Spectrum FacilityAj rit'Enance Printed Name and Title Company EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its .officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page C-2 additional cost to Contractor, City and Contractor may renegotiate Contractors compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any sub - consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractors right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page C-3 H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Quality Commercial Cleaning Inc. dba Spectrum Facility Maintenance Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: Date Completed: 9/22/15 Dept./Contact Received From: Joan 10/6/15 Sent to: Joan By: Chris/Alicia Company/Person required to have certificate: Quality Commercial Cleaning Inc. Type of contract: All Other GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/10/15-7/10/16 A. INSURANCE COMPANY: United Specialty Insurance Company B. AM BEST RATING (A-: VII or greater): A;VIII C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1 M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT— please attach F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? K. ELECTED SCMAF COVERAGE (RECREATION ONLY): L. NOTICE OF CANCELLATION: II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 2/28/15-2/28/16 A. INSURANCE COMPANY: West American Insurance Company 1,000,000/2,000,000 E Yes ❑ No E Yes ❑ No E Yes ❑ No E Yes ❑ No E Yes ❑ No ❑ Yes E No E N/A ❑ Yes ❑ No ❑ N/A E Yes ❑ No B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): E N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 12/16/14-12/16/15 A. INSURANCE COMPANY: State Compensation Insurance Fund B. AM BEST RATING (A-: VII or greater): N/A C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? 10/6/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed for non -admitted status of GL carrier. Approved by Sheri on 10/6/15. Approved: Risk Management Date * Subject to the terms of the contract.