2005/09/13 City Council Resolution (11)RESOLUTION NO. 2005- 286
A RESOLUTION APPROVING THE AGREEMENT BY AND BETWEEN
OLD ADOBE DEVELOPMENT SERVICES, INC. AND
THE CITY OF ROHNERT PARK
TO PROVIDE JANITORIAL SERVICES AT THE
SPRECKELS PERFORMING ARTS CENTER
WHEREAS, the City constructed and operates the Dorothy Rohnert Spreckels
Performing Arts Center at 5409 Snyder Lane (hereinafter referred to as the "Center "); and
WHEREAS, the City requires janitorial services at the Center in order to
maintain a high quality and pleasing facility for the musical, theater, dance and other
performances: and
WHEREAS, Old Adobe Development Services, Inc., offers janitorial services
while providing employment for persons with developmental challenges.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Council of the
City of Rohnert Park that the Agreement between Old Adobe Developmental Services,
Inc., and the City of Rohnert Park to provide janitorial services for the Center is hereby
approved.
BE IT FURTHER RESOLVED, by the City Council of the City of Rohnert
Park that the City Manager is hereby authorized to handle all details and execute any
documents relative to said Agreement.
DULY AND REGULARLY ADOPTED this 13th day of September, 2005.
CITY OF ROHNERT PARK
BREEZE: AYE FLORES: AYE SMITH: AYE VIDAK MARTINEZ: AYE MACSENDE: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
AGREEMENT FOR SERVICES
This Agreement is made and entered into this 13 "' day of September, 2005, by and
between the City of Rohnert Park's Spreckels Performing Arts Center, hereinafter referred to as
the "City," and Old Adobe Developmental Services, hereinafter referred to as the "Consultant."
and
WHEREAS, the City requires Old Adobe Developmental Services
WHEREAS, the Consultant is qualified and experienced to provide such services.
NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set
forth, mutually agree as follows:
1. SCOPE OF WORK. Consultant shall perform those services described as Tasks
in the Scope of Work and Schedule of Performance attached as Exhibit "A" within the time
frames stated therein.
2. COORDINATION. Consultant shall assign Linda Tunnicliffe, to personally
participate in said project and to coordinate the activities of the Consultant.
3. COMPENSATION.
A. City shall pay Consultant as compensation in full for such services and
expenses at the rates set forth in the Standard Hourly Rates and Charges attached as Exhibit "B,"
the total sum not to exceed $1618.00. Progress payments will be tied to completion of tasks so
all payments are proportional to the work completed. Payment by City under this Agreement
shall not be deemed a waiver of defects, even if such defects were known to the City at the time
of payment.
B. Consultant shall submit itemized monthly statements for work performed.
City shall make any payment due within thirty (30) days after approval of the invoice by City.
Payment will be made for the approved amount of the invoice minus ten (10) percent. The ten
(10) percent retained by City will be held until 30 days after final completion and acceptance of
the contract work.
C. Payments due and payable to Consultant for current services are within the
current budget and within an available, unexhausted and unencumbered appropriation of the City.
In the event the City has not appropriated sufficient funds for payment of Consultant services
beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the
conclusion of the current fiscal year; payment for additional work is conditional upon future City
appropriation.
4. TERM. The term of this Agreement shall be from October 1, 2005 until September 30,
2007, and its final acceptance by City unless terminated earlier as provided herein.
5. 'NOTICES. All notices, bills, and payments shall be made in writing and may be given
by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as
follows:
TO CITY: SPRECKELS PERFORMING ARTS CENTER
CITY OF ROHNERT PARK
5409 SNYDER LANE
ROHNERT PARK, CA 94928
843801A 80078/0012
13. INDEMNIFICATION. To the full extent permitted by law, Consultant shall
indemnify, hold harmless, release and defend City, its officers, employees and agents from and
against any and all actions, claims, demands, damages, disability, losses, expenses including
attorney's fees and other defense costs and liabilities of any nature that may be asserted by any
person or entity including Consultant, in whole or in part, arising out of Consultant's activities
hereunder, including the activities of other persons employed or utilized by Consultant in the
performance of this Agreement (including design defects and regardless of City's approval, use or
acceptance of the work or work product hereunder) excepting liabilities due to the sole negligence
or willful misconduct of City. This indemnification obligation is not limited in any way by any
limitation on the amount or type of damages or compensation payable by or for Consultant under
Worker's Compensation, disability or other employee benefit acts or the terms, applicability or
limitations of any insurance held or provided by Consultant and shall continue to bind the parties
after termination/completion of this Agreement.
14. INSURANCE. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit C to this Agreement.
15. STANDARD OF CARE. City relies upon the professional ability of Consultant
as a material inducement to entering into this Agreement. Consultant agrees to use reasonable
care and diligence in its profession in rendering services under this Agreement. Consultant
agrees that the acceptance of his work by City shall not operate as a waiver or release of said
obligation of Consultant. The absence, omission, or failure to include in this Agreement, items
which are normally considered to be a part of generally accepted professional procedure or which
involve professional judgment shall not be used as a basis for submission of inadequate work or
incomplete performance.
16. LITIGATION SUPPORT. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's report. Unless the action is
brought by Consultant or is based upon Consultant's negligence, City will compensate Consultant
for the preparation and testimony at Consultant's standard hourly rates, if requested by City and
not part of the litigation brought by City against Consultant. .
17. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he
has not employed or retained any company or person, other than a bona fide employee working
for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay
any company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or
making this Agreement. For breach or violation of this warranty, the City shall have the right to
annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
18. CONFLICT OF INTEREST. Consultant (including principals, associates, and
professional employees) covenants and represents that it does not now have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the area covered
by this contract or any other source of income, interest in real property or investment which
would be affected in any manner or degree by the performance of Consultant's services
hereunder. Consultant further covenants and represents that in the performance of its duties
hereunder no person having any such interest shall perform any services under this Agreement.
19. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant
.comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing work under
this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the
City of Rohnert Park disclosing Consultant and /or such other person's financial interests.
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843801v4 80078/0012
federal, state and local laws, rules and regulations affecting the Consultant and his /her work
hereunder. Consultant represents and warrants to City that Consultant has all licenses, permits,
qualifications and approvals of whatsoever nature which are legally required for Consultant to
practice Consultant's profession and to do the work hereunder. Consultant represents and
warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals which are legally required
for Consultant to practice his /her profession and do the work contemplated by this Agreement.
29. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in the City, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed written
consent of the City. Basic survey notes and sketches, charts, computations, and other data
prepared or obtained under the Agreement shall be made available, upon request, to the City
without restriction or limitations on their use. Consultant may retain copies of the above -
described information but agrees not to disclose or discuss any information gathered, discussed or
generated in any way through this Agreement without the written permission of City during the
term of this Agreement or until ninety (90) days after receipt of final payment from City.
30. INTERPRETATION. Notwithstanding the fact that one or more provisions of
this Agreement may have been drafted by one of the parties to this Agreement, such provisions
shall be interpreted as though they were a product of a joint drafting effort and no provisions shall
be interpreted against a party on the ground that said party was solely or primarily responsible for
drafting the language to be interpreted.
31. EXECUTION. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
32. AUTHORITY. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ROHNERT PARK Old Adobe Development Services, Inc.
By:_
Name
Title:
Per Resolution No.
by the City Council on
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
843801v4 80078/0012
/ By: /_
(Date) Name: (Date)
Title:
adopted By:_
Name:
Title:
(Date)
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SCOPE OF WORK AND SCHEDULE OF PERFORMANCE
WORK COVERED: The work covered under this specification consists of performing all
operations in connection with the accomplishment of custodial services at Spreckels
Performing Arts Center which is owned and operated by the City of Rohnert Park. "OADS"
shall furnish all labor, parts and equipment needed to perform satisfactorily the services herein
specified. With the exception of paper towels, toilet paper, toilet seat covers, wastebasket
liners and hand soap, "GADS" will furnish all supplies needed to satisfactorily perform the
services herein specified.
CLEANING HOURS: All of the work is to be performed as stated in the following schedule.
This work schedule may be altered by obtaining prior approval from the City Manager or his
representative.
Janitorial cleaning services will be provided Monday thru Friday during the hours of 8:00 am
and 5:00 pm. Holiday cleaning and "On -Call" performance will be performed by an outside
contractor.
It shall be "OADS" responsibility to be aware of the performance schedules, holidays and
other work routines of the City and its personnel and to conduct work in such a manner as to
cause no interference with the proper execution of City business.
All schedules for semi - annual work must be established each contract year. Said schedules
must be submitted to the City representative for approval.
CLEANING QUALITY REQUIREMENTS: Services performed under this Contract shall be
subject to inspection and approval of the City representative. First quality cleaning will be
required. Unsatisfactory work will be called to the attention of "GADS ", and "GADS" will be
required to correct the work deficiencies and improve the overall work results. Failure by
"OADS" to comply with such requests will result either in the corrective work being
performed by other means and the cost charged to "OADS" or in termination of the Contract.
EXCLUSIONS: The exterior building plazas, ornamental fountains, parking areas and
landscaped areas are excluded from this Contract. Washing of skylights is also excluded.
WORK SCHEDULE: All janitorial work shall be performed in accordance with the work
schedule approved by the City representative. Definitions of the terms are as follows:
Clean:
Remove all dirt, stains and marks with approved cleaner.
Sweep:
Remove all loose dirt and litter with a sweeping tool and cloth. In
places difficult to sweep, use a brush or vacuum.
Damp Mop:
Remove all surface dirt and stains with a mop and warm water
containing detergent or floor cleaner as required and rinse.
Dust:
Remove all loose dirt and debris. Treated cloths shall be used.
Vacuum:
Remove all surface and embedded dirt with a suction cleaner.
Scrub:
Remove all dirt, stains and marks with an approved cleaner.
Strip:
Remove accumulation of old floor finish, all surface dirt, stains and
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843801A 80078/0012
EXHIBIT "B"
COMPENSATION RATES AND CHARGES
Janitorial Services as described in Exhibit A at a monthly rate of $1618.00
843801A 80078/0012
EXHIBIT "C"
INSURANCE REQUIREMENTS
843801A 80078/0012
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees or
subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
LInsurance Services Office Commercial General Liability coverage (occurrence form
CG 0001).
2.Insurance Services Office form number CA 0001 (Ed. 1/$7) covering Automobile Liability,
code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage including operations, products and completed operations. If
Commercial General Liability Insurance or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Set#= Insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by the City. At the
option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured
retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor
shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as insureds
with respect to liability arising out of automobiles owned, leased, hired or borrowed by or
on behalf of the contractor; and with respect to liability arising out of work or operations
performed by or on behalf of the Contractor including materials, parts or equipment
furnished in connection with such work or operations. General liability coverage can be
provided in the form of an endorsement to the Contractor's insurance, or as a separate
owner's policy.
EXHIBIT "C"
(1 of 2)
Insurance Requirements in Contracts Revised 7 /00
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the , and a duly
authorized representative of the firm -of
whose address is and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining
this contract, to employ or retain the services of any firm or
person in connection with carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date Signature
agr \C0DSU11
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843801A 80078/0012