HomeMy WebLinkAboutSERVICE FIRSTINSURANCE ON FL E A-2023-021
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AGREEMENT WITH SERVICE FIRST TO PROVIDE
MAINTENANCE SERVICES FOR CITY POOL SITES
PUat>n) THIS AGREEMENT is made and entered into on this 21' day of February, 2023 by and between
Service First ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation
0 organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. As set forth in Request for Proposal ("RFP") No. 22-167, the City desires to retain a Consultant
having special skill and knowledge in the field of qualified and comprehensive pool
maintenance for five (5) of the City's pool sites.
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform all services described in "Scope of Work" that was included in RFP
No. 22-167, which is attached hereto and fully incorporated herein by this reference as Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Consultant's "Fee Proposal", which is attached
hereto and fully incorporated herein by this reference as Exhibit B. The total amount to
be expended under this Agreement shall not exceed $1,240,675.00 during the term of this
Agreement, including any extension periods. This sum is comprised of (1) the base annual
amount of $198,135.00 and (2) an annual contingency in an amount not to exceed
$50,000.00, exercisable at City's sole discretion, for on -call and/or emergency services, as
well as for extra work and/or repairs to be performed by Consultant.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need
not be made for work which fails to meet the standards of performance set forth in the
Recitals which may reasonably be expected by City.
9< IMR011
This Agreement shall commence on February 21, 2023 for a three (3) year term ending on
February 20, 2026 with the option for the City to grant up to two (2), one-year extensions of the
Agreement, exercisable by a writing by the City Manager and the City Attorney, unless terminated
Page 1 of 9
#254137v2
earlier in accordance with Section 16, below.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing
Wage Laws"), which require the payment of prevailing wage rates and the performance of other
requirements on "public works" and "maintenance" projects. If the services being performed are pall
of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws,
and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing
Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless tiom any claim or liability arising out of any failure or alleged
failure to comply with the Prevailing Wage Laws,
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed
to create an employer -employee relationship, a joint venture relationship, or to allow the City to
exercise discretion or control over the professional manner in which Consultant performs the services
which are the subject matter of this Agreement; however, the services to be provided by Consultant
shall be provided in a manner consistent with all applicable standards and regulations governing such
services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment
insurance and similar taxes relating to employees and shall be responsible for all applicable
withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use; modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has
the legal right to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were provided to Consultant by the City. City shall
not be limited in any way in its use of the Documents and Data at any time, provided that any such use
not within the purposes intended by this Agreement shall be at City's sole risk.
INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00
01 covering CGL on an "occurrence" basis, including products and completed
#254137v2 Page 2 of 9
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $2,000,000 per occurrence, If a general aggregate limit applies,
eitherthe general aggregatelimit shall apply separately to this project/location (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code ] ),
or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code
9), with a limit no less than $1,000,000 per accident for bodily injury and property
damage,
3. Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000
per accident for bodily injury or disease.
4. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single
limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown
minimum limits of insurance and coverage shall be available to the City.
b. Other Insurance Provisions
1. Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out of work or operations performed by or on behalf of the
Consultant including materials, parts, or equipment furnished in connectionwith
such work or operations. General liability coverage can be provided in the form of
an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20
10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 2037 if a later edition is used).
2. Primary Coverage: For any claims related to this contract, the Consultant's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104
13 as respects the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
3. Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to
subrogation that any insurer of said Consultant may acquire against the City by
virtue of the payment of any loss under such insurance. Consultant agrees to obtain
any endorsement that may be necessary to affect this waiverof subrogation, but this
Page 3 of 9
#254137v2
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
5. Self -Insured Retentions: Self -insured retentions must be declared to and approved
by the City. The City may require the Consultant to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language
shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City.
7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date of the
contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims-amde policy form with a Retroactive Date prior to the contract
effective date, the Consultant must purchase "extended reporting" coverage
for a minimum offive (5) years after completion of work.
8. Verification of Coverage: Consultant shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage requiredby this clause)
and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive the Consultant's
obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at any
time.
9. Subcontractors: Consultant shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Consultant shall
ensure that City is an additional insured on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
4254137v2 Page 4 of 9
S. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage; which may arise from the negligent
operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf
which relates to the services described in section I of this Agreement; and (2) from any claim that
personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,
or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the
terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
due to personal or property rights arises by reason of the terms of, or effects arising from this
Agreement. City may make all reasonable decisions with respect to its representation in any legal
proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willfiil
misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States' letters
patent, trademark, or copyright infringement, including costs, contained in the work product or
documents provided by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under
this Agreement, Consultant shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the City
for a minimum period of three (3) years, or for any longer period required by law, from the date of
final payment to Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts
or copies of such records and any other documents created pursuant to this Agreement during regular
business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and
activities related to this Agreement for a period of three (3) years from the date of final payment to
Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in no
#254137v2 Page 5 of 9
event less than reasonable care. "Confidential Information" shall include all nonpublic information.
Confidential information includes not only written information, but also information transferred orally,
visually, electronically, or by other means. Confidential information disclosed to either party by any
subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c)
is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without reference
to information disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined and
prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,
termination or other employment related activities or any services provided under this Agreement.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed
by the City and by an authorized representative of Consultant. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without the
City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
construed to limit the City's ability to have any of the services which are the subject to this Agreement
performed by City personnel or by other consultants retained by City.
#254137v2 Page 6 of 9
16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case such
work product shall be the property of the City unless prohibited by law, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted
by the provisions of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall
be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any
waiver constitute a continuing waiver unless the writing so specifies.
18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that Orange
County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
in connection with or by reason of this Agreement.
19. PROFESSIONAL LICENSES
Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Consultant shall notify the City immediately and in writing of
its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said
inability shall be cause for termination of this Agreement.
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner
provided in this Section, to the following persons:
#254137v2 Page 7 of 9
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Nabil Saba, P.E.
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O, Box 1988
Santa Ana, California 92702
Fax:(714) 647-5635
To Consultant:
Mark Bucher
Secretary
Service First
2510 N. Grand Ave., #110
Santa Ana, California 92705
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent
by fax, communication shall be effective or deemed to have been given tweuty-four (24) hours after
the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or
City holidays shall be excluded.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fully, including reasonable costs and attorney's
fees, for any injuries or damages to City in the event that such authority or power is
not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
[signature page to follow]
#254137v2 Page 8 of 9
A-2023-021
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
J d, than T. Martinez
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
abil Saba, P.E.
Executive Director Public Works Agency
CITY OF SANTA ANA
Kristine—��
City Manager
SERVICE FIRST:
Mark Bucher
Secretary
#254137v2 Page 9 of 9
Linares, Eduardo
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Friday, February 24, 2023 1:26 PM
To: Linares, Eduardo
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRIN'r'rH IS PAGE .AND INCLUDE WI'r Ii AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Service First Contractors Network
Name:
Project A-2021-218
Number:
Project Name: Agreement To Provide Fountain Maintenance And Repair Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further
action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PROFESSIONAL LIABILITY
POLICY NUMBER EXPIRATION DATE COI DATE FILE NAME
6780936FO775A 06/07/2023 08/31/2022
ATN2222337
WAIVER
1
08/01/2023 07/29/2022 Service First COI.pdf
Service First
08/16/2023 08/30/2022 Professional Liability
Letter2022.pdf
TYPE OF INSURANCE POLICY NUMBER EXPIRATION DATE COI DATE j FILE NAME
i
j ! ! City -of -Santa -
WORKERS COMPENSATION AND EMPLOYERS' City -of -Santa -
Ana 22- j
AMX0820021006 10/01/2023 09/14/2022 —
LIABILITY i 23-WC-Servic_9-14-
I ! 12022_828343779_1.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
2/24/2023 4:25 PM
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