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HomeMy WebLinkAboutAgreement A-22-486 with CCS.pdf Agreement No. 22-486 1 SERVICE AGREEMENT 2 This Service Agreement ("Agreement") is dated October 25, 2022 and is between 3 PBC SolutionOne, Inc., dba CCS, a California corporation, ("Contractor"), and the County of 4 Fresno, a political subdivision of the State of California ("County"). 5 Recitals 6 A. WHEREAS, the County, through its Department of Social Services (DSS) has a need for 7 janitorial services at County's Reedley Regional Center, located at 1201 E. Manning Ave., 8 Reedley, 93654; and 9 B. WHEREAS, the County, through its Internal Services-Purchasing Division, released 10 RFQ 22-053 to provide janitorial services and supplies at Reedley Regional Center; and 11 C. WHEREAS, the Contractor, has the equipment and personnel skilled in the provision of 12 such services; and 13 D. WHEREAS, the Contractor, was selected as the successful bidder. 14 The parties therefore agree as follows: 15 Article 1 16 Contractor's Services 17 1.1 Scope of Services. The Contractor shall perform all of the services provided in 18 Exhibit A to this Agreement, titled "Scope of Services", and as follows at County's Reedley 19 Regional Center, located at 1201 E. Manning Ave., Reedley, 93654, provided that the 20 Contractor shall not provide any services unless and until it receives the written Notice to 21 Proceed described below in Article 1.4: 22 (A) The Contractor shall not dispose of the contents of blue trash cans unless 23 otherwise instructed by the DSS Analyst (defined below). The Contractor shall make 24 reasonable efforts to recover contents if accidentally disposed. 25 (B) The Contractor shall ensure adequate back up coverage in the event the 26 assigned janitor is unable to provide service. 27 (C)The Contractor shall make reasonable efforts to provide terminal cleaning service 28 during business hours or by the evening on the day the service is requested. In the 1 1 event these time frames cannot be met, the service shall be performed by 7:00 a.m. the 2 following morning. 3 (D)The Contractor shall ensure that County's Reedley Regional Center facility keys 4 and access badges issued to the Contractor for the purpose of carrying out its janitorial 5 services as described hereinabove shall be safeguarded from loss, theft or damage and 6 secured in accordance with the instruction of the DSS Analyst. The Contractor shall 7 identify, and with the approval of the DSS Analyst, appoint one (1) supervisor to maintain 8 control and responsibility of said facility keys. Violation of the above provision may be 9 grounds for termination of this Agreement at the option of the County. 10 (E) All janitorial services, including any additional or emergency services requested 11 by the DSS Analyst, shall be performed so that any interruption to the County's normal 12 business operations are kept to a minimum. 13 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and 14 able to perform all of the services provided in this Agreement. 15 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all 16 applicable federal, state, and local laws and regulations in the performance of its obligations 17 under this Agreement, including but not limited to workers compensation, labor, and 18 confidentiality laws and regulations. 19 1.4 Notice to Proceed. The Contractor shall not provide any services under this 20 Agreement unless and until it receives written Notice to Proceed from the County's Director of 21 Social Services, or their designee (the "Director"). The Contractor shall receive no 22 compensation for any services it provides prior to its receipt of the Notice to Proceed. 23 Article 2 24 County's Responsibilities 25 2.1 The County through its Director shall assign a DSS Staff Analyst (the "DSS Analyst") 26 to administer this Agreement. The Director may, at any time, assign a different employee to 27 serve as the DSS Analyst. The Director shall inform the Contractor of the name and contact 28 2 1 information of the assigned DSS Analyst. In addition, the County through the DSS Analyst shall 2 do all of the following: 3 (A) Provide access to the County's Reedley Regional Center, where the Contractor 4 will perform services under this Agreement. 5 (B) Cooperate with the Contractor as reasonably necessary for the Contractor to 6 perform its services under this Agreement. 7 (C) Provide direction to the Contractor as requested regarding the Contractor's 8 execution of its obligations under this Agreement. 9 Article 3 10 Compensation, Invoices, and Payments 11 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for 12 the performance of its services under this Agreement as described in Exhibit B to this 13 Agreement, titled "Compensation." 14 3.2 Maximum Compensation. The maximum compensation payable to the Contractor 15 under this Agreement is Two Hundred Fifty-Eight Thousand Three Hundred and Forty-Two 16 Dollars and Ninety Cents. ($258,342.90). The maximum amount payable for each one-year 17 period, beginning on November 1 and ending on October 31 of the following year, is Sixty-One 18 Thousand Seven Hundred Twenty-Seven Dollars and Forty Cents ($61,727.40). The maximum 19 compensation payable to the Contractor for the initial period of this Agreement, November 1, 20 2022, through October 31, 2025, is One Hundred Eighty-Five Thousand One Hundred Eighty- 21 Two Dollars and Twenty Cents ($185,182.20). If this Agreement is extended for one additional 22 one-year period, November 1, 2025, through October 31, 2026, then the total maximum 23 compensation payable to the Contractor is Two Hundred Forty-Six Thousand Nine Hundred and 24 Nine- Dollars and Sixty Cents 246,909.60). If this Agreement is extended for the period 25 November 1, 2026, through December 18, 2026, then the total maximum compensation payable 26 to the Contractor is Two Hundred and Fifty-Eight Thousand Three Hundred Forty-Two Dollars 27 and Ninety Cents ($258,342.90). The first month of compensation shall be pro-rated for actual 28 days of service rendered if the commencement date does not fall on the first of the month. The 3 1 partial month of December 2026 shall be pro-rated for actual days of service rendered. The 2 annual maximum compensation includes the base cost, COVID-19 High Touch Point Cleaning, 3 and an additional amount to compensate the Contractor for Terminal Cleaning and Additional 4 Janitorial Services that may be requested by the County. The Contractor acknowledges that the 5 County is a local government entity, and does so with notice that the County's powers are 6 limited by the California Constitution and by State law, and with notice that the Contractor may 7 receive compensation under this Agreement only for services performed according to the terms 8 of this Agreement and while this Agreement is in effect, and subject to the maximum amount 9 payable under this section. The Contractor further acknowledges that County employees have 10 no authority to pay the Contractor except as expressly provided in this Agreement. 11 3.3 Invoices. The Contractor shall submit monthly invoices to DSS Accounts Payable 12 DSSAccountsPayable@fresnocountyca.gov. The Contractor shall submit each invoice within 60 13 days after the month in which the Contractor performs services and in any case within 60 days 14 after the end of the term or termination of this Agreement. 15 3.4 Payment. The County shall pay each correctly completed and timely submitted 16 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's 17 address specified in the invoice. 18 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and 19 expenses that are not specified as payable by the County under this Agreement. 20 Article 4 21 Term of Agreement 22 4.1 Term. This Agreement is effective on November 1, 2022 and terminates on October 23 31, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and 24 Suspension," below. 25 4.2 Extension. The term of this Agreement may be extended for no more than one, one- 26 year period of November 1, 2025, through October 31, 2026, and one partial period 27 commencing on November 1, 2026, and terminating December 18, 2026, only upon written 28 approval of both parties at least 30 days before the first day of the next extension period. The 4 1 DSS Director or his or her designee is authorized to sign the written approval on behalf of the 2 County based on the Contractor's satisfactory performance. The extension of this Agreement by 3 the County is not a waiver or compromise of any default or breach of this Agreement by the 4 Contractor existing at the time of the extension whether or not known to the County. 5 Article 5 6 Notices 7 5.1 Contact Information. The persons and their addresses having authority to give and 8 receive notices provided for or permitted under this Agreement include the following: 9 For the County: Director, Department of Social Services 10 County of Fresno PO Box 1912 11 Fresno, CA 93718-1912 DSSFacilitiesandSafety@fresnocountyca.gov 12 For the Contractor: 13 Executive VP Steve Larson 14 1165 S. Pennsylvania St., #200 Denver, CO 80210 15 Jjacobo@ccsbts.com 16 5.2 Change of Contact Information. Either party may change the information in section 17 5.1 by giving notice as provided in section 5.3. 18 5.3 Method of Delivery. Each notice between the County and the Contractor provided 19 for or permitted under this Agreement must be in writing, state that it is a notice provided under 20 this Agreement, and be delivered either by personal service, by first-class United States mail, by 21 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable 22 Document Format (PDF) document attached to an email. 23 (A) A notice delivered by personal service is effective upon service to the recipient. 24 (B) A notice delivered by first-class United States mail is effective three County 25 business days after deposit in the United States mail, postage prepaid, addressed to the 26 recipient. 27 (C)A notice delivered by an overnight commercial courier service is effective one 28 County business day after deposit with the overnight commercial courier service, 5 1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 2 the recipient. 3 (D)A notice delivered by telephonic facsimile transmission or by PDF document 4 attached to an email is effective when transmission to the recipient is completed (but, if 5 such transmission is completed outside of County business hours, then such delivery is 6 deemed to be effective at the next beginning of a County business day), provided that 7 the sender maintains a machine record of the completed transmission. 8 5.4 Claims Presentation. For all claims arising from or related to this Agreement, 9 nothing in this Agreement establishes, waives, or modifies any claims presentation 10 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 11 of Title 1 of the Government Code, beginning with section 810). 12 Article 6 13 Termination and Suspension 14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 15 contingent on the approval of funds by the appropriating government agency. If sufficient funds 16 are not allocated, then the County, upon at least 30 days' advance written notice to the 17 Contractor, may: 18 (A) Modify the services provided by the Contractor under this Agreement; or 19 (B) Terminate this Agreement. 20 6.2 Termination for Breach. 21 (A) Upon determining that a breach (as defined in paragraph (C) below) has 22 occurred, the County may give written notice of the breach to the Contractor. The written 23 notice may suspend performance under this Agreement, and must provide at least 30 24 days for the Contractor to cure the breach. 25 (B) If the Contractor fails to cure the breach to the County's satisfaction within the 26 time stated in the written notice, the County may terminate this Agreement immediately. 27 (C) For purposes of this section, a breach occurs when, in the determination of the 28 County, the Contractor has: 6 1 (1) Obtained or used funds illegally or improperly; 2 (2) Failed to comply with any part of this Agreement; 3 (3) Submitted a substantially incorrect or incomplete report to the County; or 4 (4) Improperly performed any of its obligations under this Agreement. 5 6.3 Termination without Cause. In circumstances other than those set forth above, the 6 Director may immediately suspend or terminate this Agreement on behalf of the County. 7 Contractor shall have the right to terminate this Agreement without cause at any time upon thirty 8 (30) days' written notice to County. 9 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County 10 under this Article 5 is without penalty to or further obligation of the County. 11 6.5 County's Rights upon Termination. Upon termination for breach under this Article 12 5, the County may demand repayment by the Contractor of any monies disbursed to the 13 Contractor under this Agreement that, in the County's sole judgment, were not expended in 14 compliance with this Agreement. The Contractor shall promptly refund all such monies upon 15 demand. This section survives the termination of this Agreement. 16 Article 7 17 Independent Contractor 18 7.1 Status. In performing under this Agreement, the Contractor, including its officers, 19 agents, employees, and volunteers, is at all times acting and performing as an independent 20 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 21 venturer, partner, or associate of the County. 22 7.2 Verifying Performance. The County has no right to control, supervise, or direct the 23 manner or method of the Contractor's performance under this Agreement, but the County may 24 verify that the Contractor is performing according to the terms of this Agreement. 25 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no 26 right to employment rights or benefits available to County employees. The Contractor is solely 27 responsible for providing to its own employees all employee benefits required by law. The 28 Contractor shall save the County harmless from all matters relating to the payment of the 7 1 Contractor's employees, including compliance with Social Security withholding and all related 2 regulations. 3 7.4 Services to Others. The parties acknowledge that, during the term of this 4 Agreement, the Contractor may provide services to others unrelated to the County. 5 Article 8 6 Indemnity and Defense 7 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the 8 County (including its officers, agents, employees, and volunteers) against all claims, demands, 9 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and 10 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to 11 the performance or failure to perform by the Contractor (or any of its officers, agents, 12 subcontractors, or employees) under this Agreement. The County may conduct or participate in 13 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or 14 defend the County. 15 8.2 Survival. This Article 8 survives the termination of this Agreement. 16 Article 9 17 Insurance 18 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this 19 Agreement. 20 Article 10 21 Inspections, Audits, and Public Records 22 10.1 Inspection of Documents. The Contractor shall make available to the County, and 23 the County may examine at any time during business hours and as often as the County deems 24 necessary, all of the Contractor's records and data with respect to the matters covered by this 25 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon 26 request by the County, permit the County to audit and inspect all of such records and data to 27 ensure the Contractor's compliance with the terms of this Agreement. 28 8 1 10.2 State Audit Requirements. If the compensation to be paid by the County under this 2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the 3 California State Auditor, as provided in Government Code section 8546.7, for a period of three 4 years after final payment under this Agreement. This section survives the termination of this 5 Agreement. 6 10.3 Tax Equity and Fiscal Responsibility Act 7 (A) To the extent necessary to prevent disallowance of reimbursement under section 8 1861(v) (1) (1) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[1]), until the 9 expiration of four (4) years after the furnishing of services under this Agreement, the 10 Contractor shall make available, upon written request to the Secretary of the United 11 States Department of Health and Human Services, or upon request to the Comptroller 12 General of the United States General Accounting Office, or any of their duly authorized 13 representatives, a copy of this Agreement and such books, documents, and records as 14 are necessary to certify the nature and extent of the costs of these services provided by 15 the Contractor under this Agreement. Contractor further agrees that in the event the 16 Contractor carries out any of its duties under this Agreement through a subcontract, with 17 a value or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over a twelve 18 (12) month period, with a related organization, such Agreement shall contain a clause to 19 the effect that until the expiration of four (4) years after the furnishing of such services 20 pursuant to such subcontract, the related organizations shall make available, upon 21 written request to the Secretary of the United States Department of Health and Human 22 Services, or upon request to the Comptroller General of the United States General 23 Accounting Office, or any of their duly authorized representatives, a copy of such 24 subcontract and such books, documents, and records of such organization as are 25 necessary to verify the nature and extent of such costs. 26 10.4 Public Records. The County is not limited in any manner with respect to its public 27 disclosure of this Agreement or any record or data that the Contractor may provide to the 28 9 1 County. The County's public disclosure of this Agreement or any record or data that the 2 Contractor may provide to the County may include but is not limited to the following: 3 (A) The County may voluntarily, or upon request by any member of the public or 4 governmental agency, disclose this Agreement to the public or such governmental 5 agency. 6 (B) The County may voluntarily, or upon request by any member of the public or 7 governmental agency, disclose to the public or such governmental agency any record or 8 data that the Contractor may provide to the County, unless such disclosure is prohibited 9 by court order. 10 (C)This Agreement, and any record or data that the Contractor may provide to the 11 County, is subject to public disclosure under the Ralph M. Brown Act (California 12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 13 (D)This Agreement, and any record or data that the Contractor may provide to the 14 County, is subject to public disclosure as a public record under the California Public 15 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning 16 with section 6250) ("CPRA"). 17 (E) This Agreement, and any record or data that the Contractor may provide to the 18 County, is subject to public disclosure as information concerning the conduct of the 19 people's business of the State of California under California Constitution, Article 1, 20 section 3, subdivision (b). 21 (F) Any marking of confidentiality or restricted access upon or otherwise made with 22 respect to any record or data that the Contractor may provide to the County shall be 23 disregarded and have no effect on the County's right or duty to disclose to the public or 24 governmental agency any such record or data. 25 10.5 Public Records Act Requests. If the County receives a written or oral request 26 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, 27 and which the County has a right, under any provision of this Agreement or applicable law, to 28 possess or control, then the County may demand, in writing, that the Contractor deliver to the 10 1 County, for purposes of public disclosure, the requested records that may be in the possession 2 or control of the Contractor. Within five business days after the County's demand, the 3 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's 4 possession or control, together with a written statement that the Contractor, after conducting a 5 diligent search, has produced all requested records that are in the Contractor's possession or 6 control, or (b) provide to the County a written statement that the Contractor, after conducting a 7 diligent search, does not possess or control any of the requested records. The Contractor shall 8 cooperate with the County with respect to any County demand for such records. If the 9 Contractor wishes to assert that any specific record or data is exempt from disclosure under the 10 CPRA or other applicable law, it must deliver the record or data to the County and assert the 11 exemption by citation to specific legal authority within the written statement that it provides to 12 the County under this section. The Contractor's assertion of any exemption from disclosure is 13 not binding on the County, but the County will give at least 10 days' advance written notice to 14 the Contractor before disclosing any record subject to the Contractor's assertion of exemption 15 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs 16 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, 17 failure to produce any such records, or failure to cooperate with the County with respect to any 18 County demand for any such records. 19 Article 11 20 Disclosure of Self-Dealing Transactions 21 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation 22 or changes its status to operate as a corporation. 23 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a 24 self-dealing transaction, he or she shall disclose the transaction by completing and signing a 25 "Self-Dealing Transaction Disclosure Form" (Exhibit C) to this Agreement) and submitting it to 26 the County before commencing the transaction or immediately after. 27 28 11 1 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is 2 a party and in which one or more of its directors, as an individual, has a material financial 3 interest. 4 Article 12 5 Conflict Of Interest 6 12.1 No officer, agent, or employee of the County who exercises any function or 7 responsibility for planning and carrying out the services provided under this Agreement shall 8 have any direct or indirect personal financial interest in this Agreement. No officer, agent, or 9 employee of the County who exercises any function or responsibility for planning and carrying 10 out the services provided under this Agreement shall have any direct or indirect personal 11 financial interest in this Agreement. In addition, no employee of the County shall be employed 12 by the Contractor to fulfill any contractual obligations with the County. The Contractor shall also 13 comply with all Federal, State of California, and local conflict of interest laws, statutes, and 14 regulations, which shall be applicable to all parties and beneficiaries under this Agreement and 15 any officer, agent, or employee of the County. 16 Article 13 17 Clean Air and Water 18 13.1 In the event the funding under this Agreement exceeds One Hundred Thousand and 19 No/100 Dollars ($100,000.00), the Contractor shall comply with all applicable standards, orders, 20 or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq.; the 21 Clean Water Act contained in 33 U.S. Code 1368 et seq.; and any standards, laws, and 22 regulations promulgated thereunder. Under these laws and regulations, the Contractor shall 23 assure: 24 (A) No facility shall be utilized in the performance of the Agreement that has been 25 listed on the Environmental Protection Agency (EPA) list of Violating Facilities; 26 (B) The County shall be notified prior to execution of this Agreement of the receipt of 27 any communication from the Director, Office of Federal Activities, U.S. EPA indicating 28 12 1 that a facility to be utilized in the performance of this Agreement is under consideration 2 to be listed on the EPA list of Violating Facilities; 3 (C)The County and U.S. EPA shall be notified about any known violation of the 4 above laws and regulations; and 5 (D)This assurance shall be included in every nonexempt subgrant, contract, or 6 subcontract. 7 Article 14 8 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- 9 Lower Tier Covered Transactions 10 14.1 The County and the Contractor recognize that Federal assistance funds will be used 11 under the terms of this Agreement. For purposes of this Article, the Contractor will be referred to 12 as the "prospective recipient." This certification is required by the regulation implementing 13 Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, section 98.510, 14 Participant's responsibilities. 15 (A) The prospective recipient of Federal assistance funds certified by entering into 16 this Agreement, that neither it nor its principals are presently debarred, suspended, 17 proposed for debarment, declared ineligible, or voluntarily excluded from participation in 18 this transaction by any Federal department or agency. 19 (B) The prospective recipient of funds agrees by entering into this Agreement, that it 20 shall not knowingly enter into any lower tier covered transaction with a person who is 21 debarred, suspended, declared ineligible, or voluntarily excluded from participation in 22 this covered transaction, unless authorized by the Federal department or agency with 23 which this transaction originated. 24 (C)Where the prospective recipient of Federal assistance funds is unable to certify 25 to any of the statements in this certification, such prospective participant shall attach an 26 explanation to this Agreement. 27 (D)The prospective recipient shall provide immediate written notice to the County if 28 at any time prospective recipient learns that its certification in Article 13 of this 13 1 Agreement was erroneous when submitted or has become erroneous by reason of 2 changed circumstances. 3 (E) The prospective recipient further agrees that by entering into this Agreement, it 4 will include a clause identical to Article 13 of this Agreement and titled "Certification 5 Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier 6 Covered Transactions", in all lower tier covered transactions and in all solicitations for 7 lower tier covered transaction. 8 (F) The certification in Article 13 of this Agreement is a material representation of 9 fact upon which the County relied in entering into this Agreement. 10 Article 15 11 State Energy Conservation 12 15.1 The Contractor shall recognize the mandatory standard and policies relating to 13 energy efficiency in the State Energy Conservation Plan as required by the United States 14 Energy Policy and Conservation Act (42 U.S.C. section 6201, et seq). 15 Article 16 16 Prohibition On Publicity 17 16.1 None of the funds, materials, property or services provided directly or indirectly under 18 this Agreement shall be used for the Contractor's advertising, fundraising, or publicity (i.e., 19 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. 20 Notwithstanding the above, publicity of the services described in Article 1 of this Agreement 21 shall be allowed as necessary to raise public awareness about the availability of such specific 22 services when approved in advance by the Director or designee and at an approved cost for 23 such items as written/printed materials, the use of media (i.e., radio, television, newspapers) 24 and any other related expense(s). 25 Article 17 26 General Terms 27 17.1 Modification. Except as provided in Article 6, "Termination and Suspension," this 28 Agreement may not be modified, and no waiver is effective, except by written agreement signed 14 1 by both parties. The Contractor acknowledges that County employees have no authority to 2 modify this Agreement except as expressly provided in this Agreement. 3 17.2 Non-Assignment. Neither party may assign its rights or delegate its obligations 4 under this Agreement without the prior written consent of the other party. 5 17.3 Governing Law. The laws of the State of California govern all matters arising from 6 or related to this Agreement. 7 17.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 8 County, California. The Contractor consents to California jurisdiction for actions arising from or 9 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 10 brought and maintained in Fresno County. 11 17.5 Construction. The final form of this Agreement is the result of the parties' combined 12 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be 13 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement 14 against either party. 15 17.6 Days. Unless otherwise specified, "days" means calendar days. 16 17.7 Headings. The headings and section titles in this Agreement are for convenience 17 only and are not part of this Agreement. 18 17.8 Severability. If anything in this Agreement is found by a court of competent 19 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 20 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 21 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 22 intent. 23 17.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall 24 not unlawfully discriminate against any employee or applicant for employment, or recipient of 25 services, because of race, religious creed, color, national origin, ancestry, physical disability, 26 mental disability, medical condition, genetic information, marital status, sex, gender, gender 27 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 28 all applicable State of California and federal statutes and regulation. 15 1 17.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 2 of the Contractor under this Agreement on any one or more occasions is not a waiver of 3 performance of any continuing or other obligation of the Contractor and does not prohibit 4 enforcement by the County of any obligation on any other occasion. 5 17.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 6 between the Contractor and the County with respect to the subject matter of this Agreement, 7 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 8 publications, and understandings of any nature unless those things are expressly included in 9 this Agreement. If there is any inconsistency between the terms of this Agreement without its 10 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 11 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 12 exhibits. 13 17.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to 14 create any rights or obligations for any person or entity except for the parties. 15 17.13 Authorized Signature. The Contractor represents and warrants to the County that: 16 (A) The Contractor is duly authorized and empowered to sign and perform its 17 obligations under this Agreement. 18 (B) The individual signing this Agreement on behalf of the Contractor is duly 19 authorized to do so and his or her signature on this Agreement legally binds the 20 Contractor to the terms of this Agreement. 21 17.14 Electronic Signatures. The parties agree that this Agreement may be executed by 22 electronic signature as provided in this section. 23 (A) An "electronic signature" means any symbol or process intended by an individual 24 signing this Agreement to represent their signature, including but not limited to (1) a 25 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 26 electronically scanned and transmitted (for example by PDF document) version of an 27 original handwritten signature. 28 16 1 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 2 equivalent to a valid original handwritten signature of the person signing this Agreement 3 for all purposes, including but not limited to evidentiary proof in any administrative or 4 judicial proceeding, and (2) has the same force and effect as the valid original 5 handwritten signature of that person. 6 (C)The provisions of this section satisfy the requirements of Civil Code section 7 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 8 Part 2, Title 2.5, beginning with section 1633.1). 9 (D) Each party using a digital signature represents that it has undertaken and 10 satisfied the requirements of Government Code section 16.5, subdivision (a), 11 paragraphs (1) through (5), and agrees that each other party may rely upon that 12 representation. 13 (E) This Agreement is not conditioned upon the parties conducting the transactions 14 under it by electronic means and either party may sign this Agreement with an original 15 handwritten signature. 16 17.15 Counterparts. This Agreement may be signed in counterparts, each of which is an 17 original, and all of which together constitute this Agreement. 18 [SIGNATURE PAGE FOLLOWS] 19 20 21 22 23 24 25 26 27 28 17 1 The parties are signing this Agreement on the date stated In the introductory clause. 2 PBC Soluti nOne,Inc.,dba CCS COUNTY OF FRESNO 3 By � �./� _ By: L k- 4 Brian Pacheco 5 Print Name:��f �^ ^'r�' ��` _ ( �", Chairman of the Board of Supervisors the County of Fresno 6 Title: � �t��7�7��'�; �1 � �' ��lr�i�tir Chair"titn of the Board,or 7 President,or any Vice President 8 1 /l ATTEST: 9 ey �"� ''�_ Bernice E.Seidel 10 — f(( O • � Clerk of the Board of Supervisors Print Name: G ti ;�' County of Fresno,State of Califomia 11 Title: © By: _ —17 12 Secretary(of Corporation),or Deputy any Assistant Secretary,or 13 Chief Financial Officer,or 14 any Assistant Treasurer 15 Mailing Address: 18 1165 S.Pennsylvania,#200 Denver,CO 80210 17 18 For accounting use only: 19 FundlSubclasw 0001110000 Organization: 56107091 20 Account 7070 21 22 23 24 25 26 27 28 1e I Exhibit A 1 Scope of Services 2 General Specifications 3 4 1. The Contractor shall create a daily check-off list and check tasks off daily. Check- 5 off lists are to be retained by the Contractor's Supervisor and made available upon the DSS 6 Analyst's request. The DSS Analyst may modify the daily check-off list to better reflect or clarify 7 duties (e.g., modifying the list to reflect different areas of the building such as "Clean Public 8 Restrooms Sinks"). 9 2. The Contractor shall provide sufficient housekeeping cleaning supplies and 10 equipment to perform its daily cleaning duties. Upon request by the DSS Analyst, the Contractor 11 shall supply and install paper towel and toilet paper dispensers. The Contractor may also 12 request to supply soap dispenser(s) at their own cost upon approval from the DSS Analyst. The 13 DSS Analyst shall require the Contractor to purchase supplies at a business within a five-mile 14 radius of the Reedley Regional Center if the Contractor has supply chain issues leading to an 15 absence of supplies on-site. The Contractor shall notify the DSS Analyst when supplies are not 16 able to be provided by the normal procurement method. 17 3. The Contractor shall store housekeeping cleaning supplies and equipment in 18 housekeeping closets or areas designated by the DSS Analyst. 19 4. The Contractor shall use a detergent germicide for all cleaning and dusting 20 purposes. 21 5. The Contractor shall replace used disposable mop heads with new unused mop 22 heads once per day for sanitary purposes. 23 6. The Contractor shall provide sufficient housekeeping personnel to maintain the 24 interior of the buildings in a safe, clean, orderly, attractive manner and free from offensive odors. 25 7. The Contractor shall turn off interior lights after daily work is complete. 26 8. Unexpected or unscheduled needs for housekeeping services shall be 27 categorized into three priority levels. 28 A-1 Exhibit A 1 a. The highest priority services shall be those required for safety and 2 sanitation. Any unsafe or unsanitary condition shall be corrected as soon as possible 3 (always within twenty-four (24) hours). 4 b. The second priority level shall be services required for the general 5 functioning of the facility, but for which no hazard is present. These shall be corrected as 6 soon as possible, with written timelines for repairs provided to the DSS Analyst. 7 C. All other unexpected or unscheduled requests shall be handled on a 8 scheduled basis. The Contractor shall continue to provide daily services. 9 Daily Cleaning 10 On a daily basis, the Contractor shall perform the following cleaning tasks: 11 1. The Contractor shall vacuum/sweep/mop all floors thoroughly: 12 a. Under (if applicable) and around furniture. 13 b. Corners, behind doors and along the baseboards. 14 C. Spot clean spills, stains and remove gum. 15 2. The Contractor shall empty wastebaskets and waste containers and replace 16 liners as needed. The Contractor shall not empty blue wastebaskets unless specifically 17 requested. 18 3. The Contractor shall damp wipe all counters provided they are free of work 19 materials. Damp wipe all common area modular work surfaces. 20 4. The Contractor shall clean up all spillage(s). 21 5. The Contractor shall clean all entry/exit doors and door glass, inside and outside. 22 6. In each restroom, the Contractor shall: 23 a. Mop floors with a disinfectant approved by the DSS Analyst. 24 b. Fixtures on the sinks, toilets, urinals, and the mirrors are to be cleaned. 25 with a disinfectant approved by the DSS Analyst. 26 C. Toilets and urinals, plus the surrounding wall areas, are to be cleaned 27 with a disinfectant approved by the DSS Analyst. 28 A-2 Exhibit A 1 d. Sinks are to be cleaned with a powder cleanser containing bleach, if 2 permitted. 3 e. A cleaning agent shall be poured down restroom drains to keep the smell 4 down. 5 f. Tile surrounding sinks are to be cleaned using a disinfectant approved by 6 the DSS Analyst. 7 g. Empty wastebasket containers. 8 h. Refill toilet paper, paper towel, soap dispensers, sanitary products, air 9 freshener dispensers, and seat covers. 10 i. Other cleaning agents to remove resistant soil, polish metal, or preserve 11 floors should be used as needed, after any required treatment with disinfectant cleaner. 12 Cleaning agents to be approved by the DSS Analyst. 13 7. The Contractor shall clean all toilet paper, paper towel, and soap dispensers. 14 8. The Contractor shall spot clean windows, walls, doors, door jams, and area 15 around light switches. 16 9. The Contractor shall clean with sanitizing disinfectant doorknobs and stairwell 17 handrails. 18 10. The Contractor shall remove empty boxes, cardboard and miscellaneous 19 material and place in appropriate containers. 20 11. The Contractor shall damp wipe chairs and/or benches in lobby/waiting room. 21 12. The Contractor shall remove staples and paper clips from carpet. 22 13. The Contractor shall clean sinks and counters in break rooms. 23 14. The Contractor shall remove cobwebs. 24 15. The Contractor shall clean door thresholds. 25 16. The Contractor shall replace all inoperative light bulbs/fluorescent tubes. 26 17. The Contractor shall wash fingerprints from walls. 27 18. The Contractor shall remove graffiti from building interior. 28 Weekly Cleaning A-3 Exhibit A 1 On a weekly basis, the Contractor shall perform the following cleaning tasks: 2 3 1. The Contractor shall sweep, clean and damp mop all stairwells and stairwell 4 landings. 5 2. The Contractor shall damp wipe all metal and wood window ledges. 6 3. The Contractor shall clean both sides of all interior/exterior window glass. 7 4. The Contractor shall damp wipe tops of all modular furniture partitions and 8 furniture systems. 9 Monthly Cleaning 10 On a monthly basis, the Contractor shall perform the following cleaning tasks: 11 1. The Contractor shall clean and dust air vents. 12 2. The Contractor shall damp wipe non-common (e.g., tops of cubicles) area 13 modular furniture surfaces. 14 3. The Contractor shall shampoo and clean upholstered furniture (e.g., staff chairs) 15 once a month as needed and requested by staff. 16 Quarterly Cleaning 17 Beginning three months after the DSS Analyst issues the Notice to Proceed, and then 18 every three months thereafter, the Contractor shall perform the following cleaning tasks: 19 1. The Contractor shall strip and wax all linoleum flooring. 20 2. The Contractor shall shampoo carpets (using extraction method) throughout the 21 building, including all waiting/lobby and reception areas. This work must be coordinated with the 22 DSS Analyst to minimize disruption to staff. 23 Daily COVID-19 High Touch Point Cleaning 24 The Contractor shall perform these daily cleaning/disinfection tasks upon request by the 25 DSS Analyst. 26 1. The Contractor shall perform the cleaning at approximately 10am or at a time 27 approved by the DSS Analyst. 28 A-4 Exhibit A 1 2. The Contractor shall damp wipe and disinfect all counters and high traffic touch 2 points. 3 3. The Contractor shall disinfect all break area touch points: tables, chairs, 4 microwaves, refrigerator handles, coffee machines, and cabinet handles. 5 4. The Contractor shall disinfect vending machine touchpoints. 6 5. The Contractor shall disinfect all entry/exit doors and door glass, inside and 7 outside. 8 6. The Contractor shall disinfect doorknobs and stairwell handrails. 9 7. The Contractor shall disinfect chairs/benches, counters, computer/scanner 10 stations, and phones in lobby/waiting room. 11 8. The Contractor shall wash/disinfect fingerprints from glass entry doors and 12 stainless steel. 13 As Needed Tasks 14 1. The Contractor shall inspect and replace light bulbs as needed and as requested 15 by the DSS Analyst. Light bulbs shall be billed separately. The Contractor shall notify the DSS 16 Analyst if replacing the lightbulb does not fix the issue. 17 As Requested Tasks 18 The Contractor shall perform the following tasks upon request by the DSS Analyst: 19 1. The Contractor shall damp wipe staff desktops as requested, provided they are 20 free of work materials. 21 2. The Contractor shall spot sweep/vacuum and clean areas as requested 22 3. The Contractor shall provide Terminal Cleaning as requested by the DSS 23 Analyst. Terminal Cleaning is as described in Exhibit E. The Contractor shall bill for Terminal 24 Cleanings as set forth in Exhibit B. 25 Additional Janitorial Services 26 The Contractor shall also perform additional janitorial services identified by and upon 27 request of the DSS Analyst that are not otherwise specified in this Agreement. 28 A-5 Exhibit B 1 Compensation 2 The Contractor will be compensated for performance of its services under this 3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation 4 except as expressly provided in this Exhibit B. 5 DSS Location Monthly Annual 6 Reedley Regional Center* Year 1 $ 3,477.00 $ 41,724.00 7 1201 E. Manning Ave. Year 2 $ 3,477.00 $ 41,724.00 8 Reedley,Ca 93611 Year 3 $ 3,477.00 $ 41,724.00 Year 4 $ 3,477.00 $ 41,724.00 9 Year 5*** $ 3,477.00 $ 6,954.00 10 Base Cost Total $ 173,850.00 11 12 COVID-19 High Touch Point Cleaning Terminal Cleaning 13 **$996/month=$11,952/year Labor $45/hour Drive Time $45/hour 14 Additional Janitorial Services Disinfectant Kit $50/per kit 15 $35/hour(2 hour minimum) PPE $50/per kit 16 17 Annual Not to Exceed Limits(Includes Base Cost,COVID-19 High Touch Point Cleaning, 18 and 15%contingency for Terminal Cleaning and Additional Janitorial Services.) 19 Year 1 $61,727.40 Year 2 $61,727.40 20 Year 3 $61,727.40 21 Year 4 $61,727.40 22 Year 5 $11,433.30 23 Total Cost $ 258,342.90 24 All costs including monthly costs to be paid in arrears to the Contractor. *Costs will not commence until the DSS Analyst Issues a Notice to Proceed to Contractor. 25 **Will not be paid unless services rendered.The Department may discontinue this service and restart at any time. 26 ***Will be a partial year,expiring on December 18, 2026.Only actual services performed will be paid. 27 Additional Janitorial Services and Terminal Cleaning shall be pre-approved by the DSS Analyst. 28 B-1 Exhibit C Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be used for purposes of completing this disclosure form. Instructions (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). C-1 Exhibit C (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a) (5) Authorized Signature Signature: Date: C-2 Exhibit D Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and D-1 Exhibit D volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. D-2 Exhibit D (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors D-3 Exhibit E Terminal Cleaning Terminal cleaning is the cleaning and disinfection process to sanitize COVID-19 on a specified hard surfaced area (e.g., employee workstation). This process may be modified at the request or approval of the DSS Analyst. The Contractor will supply all necessary labor and supplies to perform Terminal Cleaning when requested by the DSS Analyst as follows: Terminal Cleaning Process: 1. Put on a PPE kit. 2. Spray all surfaces using an EPA approved disinfectant and allow for enough dwell time to fully disinfect before wiping with the microfiber cloth. Disinfectant must be guaranteed to not be harmful or damage to the contaminated material (e.g. equipment). 3. Areas to Disinfect: a. Countertops-Move all items on counters to completely disinfect the surface. b. Phones c. Chairs-Just areas that are touched (including the lever). It doesn't have to get under it or the base. d. Appliance touchpoints e. Monitors f. PCs front and top. g. PCs speakers if present h. Handles on cubicle furniture i. Trash can rims (does not have to get inside if there is a liner). Replace the liner. j. Mouses k. Keyboards I. Cubicle or work surfaces (not faces, unless requested) i. Move items on surfaces so they can all be cleaned (do not disinfect or throw away, paper, office supplies, or personal items). m. Metal part of cubicles surrounding glass 4. Wipe down and disinfect office door touchpoints inside and out including the door jamb. 5. After the cleaning is complete, remove and collect all PPE, mop heads, and microfiber rags, secure them in a plastic bag and throw them away in the trash bin at the site. 6. Wipe down and disinfect any other identified touchpoints not listed in this document. E-1