HomeMy WebLinkAboutMunicipal Contract Solutions - 2018-09-10 (7)MAINTENANCE SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
Municipal Contract Solutions
FOR _Homeless Encampment Cleanup
THIS AGREEMENT is made and entered into by and between the City of Huntington
Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and
_Municipal Contract Solutions , a _Sole
Proprietor corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY has solicited bids for services, hereinafter referred to as "PROJECT,"
generally described as _Various Locations
Huntington Beach and more specifically described in the Bid Documents; and
CONTRACTOR has been selected to perform said services,
within the City of
NOW, THEREFORE, in consideration of the promises and agreements hereinafter made
and exchanged, the parties covenant and agree as follows:
1. ACCEPTANCE OF CONDITIONS OF WORK; SCOPE OF SERVICES,
PLANS AND SPECIFICATIONS
CONTRACTOR acknowledges that it is fully familiar with all the terms, conditions
and obligations of this Agreement and the Contract Documents (as hereinafter defined), the
location of the job site, and, the conditions under which the work is to be performed, and that it
enters into this Agreement based upon its investigation of all such matters and is relying in no way
upon any opinions or representations of CITY.
It is agreed that the Contract Documents are incorporated into this Agreement by
this reference, with the same force and effect as if the same were set forth at length herein, and
that CONTRACTOR and its subcontractors, if any, shall be bound by said Contract Documents
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insofar as they relate in part or in any way, directly or indirectly, to the work covered by this
Agreement. The Scope of Services which CONTRACTOR agrees to perform is set forth in the
contract documents attached hereto as Exhibit "A".
"Contract Documents" as defined herein mean and include:
A. This Agreement;
B. Bond covering the work herein agreed upon;
C. Bid documents including Request for Proposal and/or the Notice Inviting
Bids, the Special Instructions to Bidders and the CONTRACTOR's proposal, the plans and
specifications;
D. Any insurance that may be required.
If extra work not previously included in the Scope of Work should be required by
CITY, CONTRACTOR may perform such extra work at CITY's request on a time and material
basis.
Should there be any conflict between the terms of this Agreement and the bid or
proposal of CONTRACTOR, then this Agreement shall control and nothing herein shall be
considered as an acceptance of the terms of said bid or proposal which is in conflict herewith.
2. CONTRACTOR'S OBLIGATIONS; ACCEPTANCE OF RISK
CONTRACTOR shall furnish, at its own expense, all labor, plans, tools,
equipment, supplies, transportation, utilities and all other items, services, applicable permits, and
facilities necessary to complete the PROJECT in a good and workmanlike manner.
CONTRACTOR agrees to assume the risk of all loss or damage arising out of the nature
of the PROJECT, during its progress or prior to acceptance, from the action of the elements, from
any unforeseen difficulties which may arise or be encountered in the prosecution of work, and for
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all other risks of any description connection with the work, including, but not limited to, all
expenses incurred by or in consequence of the suspension or discontinuance of work, except such
as are herein expressly stipulated to be borne by CITY, and for well and faithfully completing the
work within the stipulated time and in the manner shown and described in this Agreement, and in
accordance with the requirements of CITY under them for the compensation set forth in the
accepted bid proposal.
3. COMPENSATION
CITY agrees to pay, and CONTRACTOR agrees to accept as full compensation for
the faithful performance of this Agreement, subject to any additions or deductions made under the
provisions of this Agreement or the Contract Documents, a sum not to exceed $
30,000
to be paid as provided in this Agreement.
4. PAYMENT
CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement
at the times and in the manner set forth in Exhibit A. The payments specified in Exhibit A shall
be the only payments to be made to CONTRACTOR for services rendered pursuant to this
Agreement unless CITY approves additional compensation for additional services.
CONTRACTOR shall submit all billings for said services to CITY in the manner specified in
Exhibit A, or, if no manner be specified in Exhibit A, then according to the usual and customary
procedures and practices which CONTRACTOR uses for billing clients similar to CITY.
5. COMMENCEMENT OF PROJECT
CONTRACTOR agrees to commence the PROJECT on _July 1,
2018 , and shall diligently prosecute PROJECT to completion, excluding delays
provided for in this Agreement.
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6. TERM OF AGREEMENT
The term of this Agreement shall be one (l) year, unless CITY exercises its option
to renew as set forth herein.
Unless prohibited by statute or ordinance, in its discretion, CITY may renew this
Agreement for an additional one _ year upon its expiration. The terms and
conditions of the renewed agreement will remain the same as this original Agreement unless both
parties agree in writing to an amendment. CONTRACTOR will be bound by the renewed
agreement should CITY exercise its option to renew. Should the CITY exercise its option to renew
this Agreement, then CITY shall give notice of intent to renew to CONTRACTOR not less than
thirty (30) days before the expiration of this Agreement in the manner provided in Paragraph 25
herein.
If negotiations are still in progress at the end of any one year term previously agreed
upon, the CITY and the CONTRACTOR shall continue performance as required herein on a
month -to -month basis until either a new agreement is entered into or the CITY terminates the
relationship in accordance with the provisions contained in the above paragraph. During such
period of month -to -month operation while negotiations are in progress, the CONTRACTOR shall
be obligated to continue performance for at least thirty (30) days after written notice to the CITY
of its decision to terminate the relationship and the CITY shall be obligated to give consideration
to the CONTRACTOR for such additional performance at the usual rate of payment as provided
herein.
7. TIME OF THE ESSENCE
The parties hereto recognize and agree that time is of the essence in the performance
of this Agreement and each and every provision of the Contract Documents.
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8. DEFAULT AND TERMINATION
If CONTRACTOR fails or refuses to prosecute the work hereunder with diligence,
or fails to complete the work within the time specified, or is adjudged bankrupt or makes an
assignment for the benefit of creditors or becomes insolvent, or violates any provision of this
Agreement or the Contract Documents, CITY may give CONTRACTOR notice in writing of its
intention to terminate this Agreement. Unless the violation is cured within ten (l 0) days after such
Notice of Intention has been served on CONTRACTOR, CITY may, without prejudice to any
other remedy it may have, terminate this Agreement upon the expiration of that time. Upon such
default by CONTRACTOR, CITY may elect not to terminate this Agreement; in such event CITY
may make good the deficiency in which the default consists and deduct the resulting costs from
the progress payments then or to become due to CONTRACTOR.
If it is subsequently determined by a court of competent jurisdiction that CITY's
termination of this Agreement under this Section was wrongful, such termination shall be
converted to a termination for convenience under Section 9 and any damages shall be assessed as
set forth in Section 9.
9. TERMINATION FOR CONVENIENCE
CITY may terminate this Agreement for convenience at any time with or without
cause, and whether or not PROJECT is fully complete upon seven (7) calendar days written notice
to CONTRACTOR. In the event of termination, under this Section CITY shall pay
CONTRACTOR for value of work in place on the PROJECT through the termination period plus
seven and one-half percent (7 % %) for overhead and profit less all such payments already made.
Such payment by CITY shall be CONTRACTOR's sole and exclusive remedy for termination by
CITY for its convenience and CITY shall have not further obligation to CONTRACTOR.
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10. REMEDY ON BREACH
In the event that CONTRACTOR shall breach, or fail to execute in good faith, any
of the terms or conditions of this Agreement, and should CONTRACTOR fail to cure such breach
or failure within ten (10) calendar days after CITY gives written notice thereof, the CITY may
terminate this Agreement and complete the work to be accomplished hereunder for the account
and at the expense of CONTRACTOR. CONTRACTOR shall be liable for any excess cost to
CITY over the original contract price. In the event CITY completes the work, or causes the work
to be completed, no sum shall be paid to CONTRACTOR until the work is complete. All costs of
completion shall be deducted before any payment to CONTRACTOR is made. If the unexpended
portion of the contract price is less than CITY's cost to complete, CONTRACTOR shall pay CITY
a sum equal to said difference on demand. The remedies contained in this section are cumulative
and are in addition to all other rights of CITY pursuant to this Agreement and at law or in equity.
11. CHANGES
CONTRACTOR shall adhere strictly to the Scope of Services set forth in Exhibit
A unless a change therefrom is authorized in writing by the Public Works Department (the
Department). CONTRACTOR agrees to make any and all changes, furnish materials and perform
all work necessary within the scope of the PROJECT as the Department may require in writing
Under no condition shall CONTRACTOR make any changes without the written order of the
Department, and CITY shall not pay any extra charges made by CONTRACTOR that have not
been agreed upon in writing by the Department.
CITY reserves the right to make such increases or decreases in the quantity of any
item of work to be performed or furnished under this Agreement; and in the event that any such
increase or decrease in the quantity of work to be performed or furnished is so ordered, the amount
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to be paid CONTRACTOR under this Agreement shall be correspondingly increased or decreased,
as the case may be, in proportion to the increased or decreased quantities of work.
12. DIFFERING SITE CONDITIONS
A. Notice: The CONTRACTOR shall promptly, and before any conditions
are disturbed, notify the Department in writing of:
(1) Subsurface or latent physical conditions at the job site differing
materially from those indicated in this Agreement or the Contract Documents; or
(2) Unknown physical conditions at the job site, of an unusual nature,
differing materially from those ordinarily encountered and generally recognized as inherent to
work of the character to be performed under this Agreement. The Department shall promptly
investigate the conditions and if it finds that such conditions do materially so differ and cause an
increase or decrease in the time required for performance of any part of the work under this
Agreement, whether or not changed as a result of such conditions, an equitable adjustment shall
be made and the Agreement modified in writing accordingly;
B. Time Extension: No claim of the CONTRACTOR under this Section
shall be allowed unless the CONTRACTOR has given the notice required hereunder, provided,
however, the time prescribed therefor may be extended by CITY.
13. SAFETY PRACTICES
CONTRACTOR shall comply fully with all laws, orders, citations, rules,
regulations, standards and statutes, with respect to occupational health and safety, the handling
and storage of hazardous materials, accident prevention, safety equipment and construction
practices. CONTRACTOR shall conduct inspections to determine that safe working conditions
and equipment exist and accepts sole responsibility for providing a safe place to work for its
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employees and for employees of its subcontractors and suppliers of material and equipment, if any,
for adequacy of and required use of all safety equipment and for full compliance with the aforesaid
laws, orders, citations, rules, regulations, standards and statutes.
14. WARRANTIES
The CONTRACTOR unconditionally guarantees all work done under this
Agreement including, but not limited to, any workmanship, installation, fabrication, material or
structural facilities maintained. CONTRACTOR, within ten (10) days after notice by CITY of
any defect in the work, shall have the option to make appropriate repairs or replace the defective
work. Upon expiration of such ten- (10) day period, CITY may then make appropriate repair,
replacement or rework at CONTRACTOR's risk and expense.
15. INDEPENDENT CONTRACTOR
It is understood and agreed that the CONTRACTOR is, and shall be, acting at all
times hereunder as an independent contractor and not an employee of CITY. CONTRACTOR
shall secure at its expense, and be responsible for any and all payment of all taxes, social security,
state disability insurance compensation, unemployment compensation and other payroll
deductions for CONTRACTOR and its officers, agents and employees and all business licenses,
if any, in connection with the PROJECT.
16. INDEMNIFICATION, DEFENSE, HOLD HARMLESS
CONTRACTOR hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents, and volunteers from and
against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and
consequential damage or liability of any kind or nature, however caused, including those resulting
from death or injury to CONTRACTOR's employees and damage to CONTRACTOR's property,
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arising directly or indirectly out of the obligations or operations herein undertaken by
CONTRACTOR, caused in whole or in part by any negligent act or omission of the
CONTRACTOR, any subcontractors, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, including but not limited to concurrent active or
passive negligence, except where caused by the active negligence, sole negligence, or willful
misconduct of the CITY. CONTRACTOR will conduct all defense at its sole cost and expense
and CITY shall approve selection of CONTRACTOR's counsel. CITY shall be reimbursed for all
costs and attorney's fees incurred by CITY in enforcing this obligation. 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.
17. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code section 1861, CONTRACTOR acknowledges
awareness of section 3700 et seq. of said Code, which requires every employer to be insured
against liability for workers' compensation; CONTRACTOR covenants that it will comply with
such provisions prior to commencing performance of the work hereunder.
CONTRACTOR shall maintain workers' compensation insurance in an amount of
not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each
occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee,
Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit.
CONTRACTOR shall require all subcontractors to provide such workers'
compensation insurance for all of the subcontractors' employees. CONTRACTOR shall furnish
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to CITY a certificate of waiver of subrogation under the terms of the workers' compensation
insurance and CONTRACTOR shall similarly require all subcontractors to waive subrogation.
18. INSURANCE
In addition to the workers' compensation and employer's liability insurance and
CONTRACTOR's covenant to defend, hold harmless and indemnify CITY, CONTRACTOR shall
obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle
coverage covering the PROJECT. This policy shall indemnify CONTRACTOR, its officers,
employees and agents while acting within the scope of their duties, against any and all claims
arising out or in connection with the PROJECT, and shall provide coverage in not less than the
following amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of One Million Dollars
($1,000,000) per occurrence. If coverage is provided under a form which includes a designated
general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000)
for this PROJECT. This policy shall name CITY, its officers, elected or appointed officials,
employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any
other insurance coverage which may be applicable to the PROJECT shall be deemed excess
coverage and that CONTRACTOR's insurance shall be primary.
Under no circumstances shall said above -mentioned insurance contain a self -insured
retention without the express written consent of CITY; however an insurance policy "deductible"
of $5,000.00 is permitted.
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19. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED
ENDORSEMENTS
Prior to commencing performance of the work hereunder, CONTRACTOR shall
furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverages as required by this Agreement; the certificates shall:
provide the name and policy number of each carrier and policy;
2. state that the policy is currently in force; and
3. promise to provide that such policies will not be canceled or modified without thirty
(30) days' prior written notice of CITY.
CONTRACTOR shall maintain the foregoing insurance coverages in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverages shall not derogate
from the CONTRACTOR's defense, hold harmless and indemnification obligations as set forth
under this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of all the policies of insurance. CONTRACTOR shall pay, in a prompt and
timely manner, the premiums on all insurance hereinabove required.
CONTRACTOR shall provide a separate copy of the additional insured
endorsement to each of CONTRACTOR's insurance policies, naming CITY, its officers, elected
and appointed officials, employees, agents and volunteers as Additional Insureds, to the City
Attorney for approval prior to any payment hereunder.
20. NON -ASSIGNABILITY
CONTRACTOR shall not assign the agreement or any interest therein or any
portion thereof without prior written approval from the Director of Community Services. The
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CITY's approval may be conditioned on the proposed assignee or subcontractor agreeing to
revisions to the agreement to reflect market conditions of CITY requirements that are then current
or other such conditions that the CITY may deem appropriate. Also, no assignee or subcontractor
will be approved who is not at least comparable to the original contractor in financial or
professional competence to perform the duties.
21. BUSINESS LICENSE
CONTRACTOR will be required to obtain a business license from CITY.
22. NONDISCRIMINATION
CONTRACTOR shall not discriminate in any manner against any person by reason
of race, religion, creed, color, natural origin, ancestry, physical handicap, medical condition,
marital status or gender. CONTRACTOR shall comply with the CITY adopted program for equal
employment opportunities.
23. CITY EMPLOYEES AND OFFICIALS
CONTRACTOR shall employ no CITY official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have any
financial interest in this Agreement in violation of California Government Code sections 1090 et
seq.
24. NOTICES
All notices required or permitted hereunder shall be in writing and delivered in
person or by registered or certified mail to the following authorized representative of the party to
whom delivery is to be made, at the place of business of such party, or to any other place designated
in writing by such party.
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FOR CITY
Maintenance Operations Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
FOR CONTRACTOR
25. AFFIDAVITS OF SATISFACTION OF CLAIMS
After the completion of the work contemplated by this Agreement,
CONTRACTOR shall file with the Department its affidavit stating that all workers and persons
employed, all firms supplying materials and all subcontractors upon PROJECT have been paid in
full and that there are no claims outstanding against PROJECT for either labor or material, except
certain items, if any, to be set forth in an affidavit covering disputed claims, or items in connection
with Notices to Withhold which have been filed under the provisions of the statutes of the State of
California.
26. WAIVER OF CLAIMS
The acceptance by CONTRACTOR of the payment of the final certificate shall
constitute a waiver of all claims against CITY under or arising out of this Agreement.
27. RESERVED
28. CAPTIONS
Captions of the section of this Agreement are for convenience and reference only,
and the words contained therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement.
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29. IMMIGRATION
CONTRACTOR shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of
U.S.C. Section 1324a regarding employment verification.
30. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONTRACTOR and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the
scope of services contemplated hereunder. CONTRACTOR understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
31. ATTORNEY' S FEES
In the event suit is brought by either party to enforce the terms and provisions of
this agreement or to secure the performance hereof, each party shall bear its own attorney's fees.
REST OF PAGE INTENTIONALLY LEFT BLANK
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32. ENTIRETY
The foregoing, and Exhibit "A" attached hereto, set forth the entire Agreement
between the parties
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers on e'eCP 1 ! C r ZD
CONTRACTOR
BY: qaAk—J v—` \
�o �eh Lisa r�
print name
ITS: (circle one) Chairman/ resident/Vice President
AND
print name
ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary - "Treasurer
REVIE D APPROVED:
ify anager
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
Director of Public Works
REVI WED AND APPROVED:
�-c I
Dikcior of Finance
(HBMC §3.02.050(b))
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Ki w
Estimate for Services
August 21, 2018
Mr. David De La Torre
Landscape Maintenance Supervisor
Public Works Department
City of Huntington Beach
714-318-7723
Description of Work
MSC will provide labor to assist the City with legally disposing of homeless encampments and
securing personal property and any stolen property with the Police Department at various parks
and rights of way.
One employee — 3 days per week, 8 hours per day. Cost: $3,664 per month.
All work will be scheduled with the Landscape Maintenance and Police Department staff.
We are a current vendor with the City of Huntington Beach, and have a current business license
and all necessary insurance requirements on file.
If you have any questions or comments, please contact me.
Thank you,
John Fallon
MCS
310-922-0499
IOHNFALLON@MUNICIPALCONTRACTSOLUTIONS.COM
2203 VOORHEES AVE. REDONDO BEACH CA 90278
310-922-0499