HomeMy WebLinkAboutAgreement A-17-556 Vehicle Washing Services.pdf
1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
MASTER AGREEMENT FOR
VEHICLE WASHING SERVICES
THIS MASTER AGREEMENT (“Agreement”) is made and entered into this _____ day of
__________, 2017, between the COUNTY OF FRESNO, a political subdivision of the State of
California, hereinafter referred to as "COUNTY" and each of those providers who are
signatories to this Agreement and listed in Attachment A and and hereinafter referred to
individually as “CONTRACTOR” and collectively as "CONTRACTORS,” as the case may be,
and such additional CONTRACTORS as may, from time to time during the term of this
Agreement, be added by COUNTY.
WITNESSETH
WHEREAS, the COUNTY, has a need for regular vehicle washing services
in various geographical locations; and
WHEREAS, COUNTY issued Request for Statement of Qualifications No.
17-089 and Addendum 1 thereto which solicited proposals from qualified vendors to provide
vehicle washing services, in accordance with specific terms, conditions and requirements
(collectively, the “RFSQ”); and
WHEREAS, COUNTY desires to enter into an agreement with each
CONTRACTOR listed on Attachment A in order to expeditiously provide for the COUNTY’s
needs for the aforementioned vehicle washing services from CONTRACTORS; and
WHEREAS, CONTRACTORS are willing and able to provide the above-
described services in accordance with COUNTY’S needs subject to the terms and conditions of
this Agreement.
NOW, THEREFORE, for and in consideration of the promises set forth
herein, the parties agree as follows:
SECTION 1. -- SERVICES
CONTRACTORS shall provide all services in accordance with the specifications,
requirements, terms, conditions, etc. of the RFSQ and at the rates set forth in the such
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
individual CONTRACTOR’s proposal in response to the RFSQ (each a “Response”). No
CONTRACTOR shall be obligated by any Response submitted by any other CONTRACTOR to
COUNTY’s RFSQ.
COUNTY’s RFSQ and each CONTRACTOR’s Response are incorporated by reference
herein and made a part of this Agreement. The originals of such documents shall be maintained
by COUNTY’S Purchasing Manager at 4525 East Hamilton Avenue, Fresno, California. The
Director of Internal Services/Chief Information Officer (CIO), reserves the right at any time
during the term of this Agreement to add new CONTRACTORS to those listed in Attachment A.
It is understood any such additions will not affect compensation paid to any other
CONTRACTOR, and therefore such additions may be made by COUNTY without notice to or
approval of any other CONTRACTOR under this Agreement. CONTRACTORS also agree that
inclusion on Attachment A does not constitute a guarantee or promise that any CONTRACTOR
shall provide any certain amount of work or services to COUNTY under this Agreement..
SECTION 2. -- REQUESTS FOR SERVICES
When services are required by the COUNTY, vehicles will be presented at the
CONTRACTOR’S place of business and the vehicles will be washed. CONTRACTOR will
invoice the COUNTY in accordance with Section 6. In the case of mobile services provided at
COUNTY locations, the COUNTY will contact the CONTRACTOR to request services.
SECTION 3. -- PERFORMANCE STANDARDS
CONTRACTORS performing services on behalf of the COUNTY are expected to do so
in a professional and competent manner. COUNTY may terminate the services of any
CONTRACTOR obtained through this Agreement at any time if, in the opinion of the COUNTY,
the services delivered by that individual are unsatisfactory. The COUNTY will provide written
notification of termination and the reasons for said termination to the CONTRACTOR.
SECTION 4. – EFFECTIVE DATE; TERM OF AGREEMENT; EXTENSION(S)
The term of this Agreement shall be for a period of three (3) years,
commencing on November 1, 2017, through and including October 31, 2020. This Agreement
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
may be extended for two (2) additional consecutive twelve (12) month periods upon written
approval of both COUNTY and CONTRACTOR, no later than thirty (30) days prior to the first
day of the next twelve (12) month extension period. The CIO or his or her designee is
authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s
satisfactory performance.
SECTION 5. – COMPENSATION
COUNTY agrees to pay each CONTRACTORS for services satisfactorily performed
hereunder and each CONTRACTOR agrees to receive compensation as described in such
CONTRACTOR’S Response to the RFSQ. This compensation is the sole consideration to be
paid CONTRACTORS hereunder and includes provisions for all costs and expenses
whatsoever, including, without limitation, travel, lodging, or meal expenses. No other amounts
shall be billed to or paid by COUNTY in connection with any services hereunder.
In no event shall the total compensation paid to CONTRACTORS for the initial 3-year
term of this Agreement exceed the sum of $350,000.00. In the event this Agreement is
extended as provided for in Section 4, the maximum compensation paid to CONTRACTORS for
each of the possible two (2) one (1) year extensions, shall not exceed an additional $125,000.00
for each one (1) year extension.
SECTION 6. -- INVOICING
CONTRACTORS shall submit monthly invoices on the first day of the month for the
services provided to the COUNTY by CONTRACTORS during the previous month.
CONTRACTORS shall submit a separate invoices as follows: one invoice for services provided
to COUNTY’s Fleet Service vehicles and a separate invoice for services provided to Sheriff’s
Office vehicles. Each such invoice must clearly identify the CONTRACTOR’S name, remittance
address, contact information, and the month & year in which such services were performed.
Each invoice shall be accompanied by a formatted report containing the CONTRACTOR’s
name, the month and year that the services were rendered, and the following information for
each vehicle washed: date, time, County Equipment Number (vehicle number), vehicle license
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
plate number, department identification, and the cost for each wash. Invoices for Fleet Service
vehicles shall be submitted to The County of Fresno, ISD, ATTN: Business Office (A/P Division),
333 W. Pontiac Way, Clovis, CA 93612. Invoices for the Sheriff’s Office shall be submitted to
Fresno County Sheriff’s Office, 2200 Fresno Street, Fresno, CA 93721. COUNTY shall make
payment to CONTRACTORS no more than forty-five (45) days after receipt and approval of said
invoice, which shall be approval shall be given upon verification of satisfactory performance.
SECTION 7. -- INDEPENDENT CONTRACTORS
In performance of the work, duties, and obligations assumed by CONTRACTORS under
this Agreement, it is mutually understood and agreed that CONTRACTORS, including any and
all of CONTRACTORS' officers, agents, and employees will at all times be acting and
performing as independent contractors, and shall act in a independent capacity and not as an
officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
method by which CONTRACTORS shall perform their work and function. However, such
methods must be compatible with COUNTY'S standards and result in satisfactory and timely
completion of the work assigned, and the quality and quantity of work produced must be
acceptable to the COUNTY. The COUNTY shall retain the right to administer this Agreement so
as to verify that CONTRACTORS are performing their obligations in accordance with the terms
and conditions herein. CONTRACTORS and COUNTY shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having
jurisdiction over matters the subject thereof.
Because of their status as independent contractors, CONTRACTORS shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTORS shall be solely liable and responsible for providing to, or on behalf of, their
employees all legally required employee benefits. In addition, CONTRACTORS shall be solely
responsible and hold the COUNTY harmless from all matters relating to payment of
CONTRACTORS' employees, including compliance with Social Security withholding, and all
5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
other regulations governing such matters. It is acknowledged that during the term of this
Agreement, CONTRACTORS may be providing services to others unrelated to the COUNTY or
to this Agreement.
SECTION 8. -- TERMINATION OF AGREEMENT
This Agreement may be terminated for the following reasons:
A. Non-Allocation of Funds - The terms of this Agreement and any extensions thereof, and the
services to be provided hereunder, is contingent on the approval of funds by the appropriating
government agency. Should sufficient funds not be allocated, the services provided may be
modified, or this Agreement terminated at any time by giving the CONTRACTORS thirty (30)
days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this Agreement
in whole or in part, where in the determination of the COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreement
3. A substantially incorrect or incomplete report submitted to the COUNTY;
or
4. Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the
CONTRACTORS. Neither shall such payment impair or prejudice any remedy to the COUNTY
with respect to the breach or default. The COUNTY shall have the right to demand of the
CONTRACTORS the repayment to the COUNTY of any funds disbursed to the
CONTRACTORS under this Agreement, which in the judgment of the COUNTY were not
expended in accordance with the terms of this Agreement. CONTRACTORS shall promptly
refund any such funds upon demand.
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
C. Without Cause - Under circumstances other than those set forth above, this Agreement
may be terminated by either party upon the giving of thirty (30) days advance written notice of
an intention to terminate.
SECTION 9. -- HOLD HARMLESS AND INDEMNIFICATION
CONTRACTORS agree to indemnify, save, hold harmless, and at COUNTY’S request
defend the COUNTY, its officers, agents and employees, from any and all costs and expenses,
claims, suits, liabilities, losses and damages occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTORS, their officers, agents or
employees under this Agreement, and from any and all costs and expenses, damages,
liabilities, claims and losses occurring or resulting to any person, firm or corporation who may be
injured or damaged by the performance, or failure to perform, of CONTRACTORS, their officers,
agents or employees under this Agreement.
SECTION 10. -- INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, each 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 One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages
including completed operations, products liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the
nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than
Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars
($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars
7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars
($500,000.00). Coverage should include owned and non-owned vehicles used in connection
with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any
other insurance, or self insurance, maintained by COUNTY, its officers, agents and employees
shall be excess only and not contributing with insurance provided under CONTRACTOR’s
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty
(30) days advance written notice given to COUNTY.
Within thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
above for all of the foregoing policies, as required herein t o: County of Fresno, Robert Bash,
Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA 93612,
stating that such insurance coverages have been obtained and are in full force; that the County
of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that such Commercial General Liability insurance names the County of Fresno, its
officers, agents and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned; that such coverage for additional
8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
insured shall apply as primary insurance and any other insurance, or self insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with
insurance provided under CONTRACTOR’s policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M.
Best, Inc. rating of A FSC VII or better.
SECTION 11. -- MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
SECTION 12. -- NON ASSIGNMENT
Neither CONTRACTOR nor COUNTY shall assign, transfer or sub-contract this
Agreement nor their rights or duties under this Agreement without the prior written consent of
the other party.
SECTION 13. -- AUDITS AND INSPECTIONS
CONTRACTORS shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and
data with respect to the matters covered by this Agreement. The CONTRACTORS shall, upon
request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTORS' compliance with the terms of this Agreement. If this
Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTORS shall be subject to the
examination and audit of the State Auditor General for a period of three (3) years after final
payment under contract (Government Code Section 8546.7).
SECTION 14. -- NOTICES
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
The persons and their addresses having authority to give and receive written notices
under this Agreement include the following:
///
///
COUNTY OF FRESNO CONTRACTORS
County of Fresno-ISD As indicated on
Robert Bash,
Director of Internal Services/
Chief Information Officer
333 W. Pontiac Way, Clovis, CA 93612
isdbusinessoffice@co.fresno.ca.us
ATTACHMENT A
Any and all notices between the COUNTY and the CONTRACTORS provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served
when personally delivered to all of the parties, or in lieu of such personal service, when
deposited in the United States Mail, postage prepaid, addressed to such party, or by electronic
mail sent to CONTRACTOR at CONTRACTOR’S email address identified by the email address
on Attachment A, or if to COUNTY, at COUNTY’S email address noted above.
SECTION 15. -- GOVERNING LAW
Venue for any action arising out of or relating to this Agreement shall only be in Fresno
County, California. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
SECTION 16. -- DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
changes its status to operate as a corporation.
Members of CONTRACTOR’S Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing
10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
services under this agreement. A self-dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-dealing transactions that they
are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit 1)
and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
SECTION 17. -- ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement. In the
event of any inconsistency in interpreting the documents which constitute this Agreement, the
inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding the RFSQ and Response thereto); (2) the COUNTY's RFSQ;
and (3) CONTRACTOR’s Response to the RFSQ.
. SECTION 18. – LEGAL AUTHORITY
Each individual executing this Agreement on behalf of a CONTRACTOR hereby
covenants, warrants, and represents: (i) that he or she is duly authorized to execute or attest
and deliver this Agreement on behalf of such entity, e.g. (without limitation), corporation, limited
liability company, limited partnership, partnership or sole proprietorship, in accordance with all
applicable formalities and under California law; (ii) that this Agreement is binding on such entity;
and (iii) that CONTRACTOR (as applicable) is a duly organized and legally existing corporation,
limited liability company, limited partnership, partnership or sole proprietorship in good standing
in the State of California.
//IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
hereinabove written.
CONTRACTOR
See Attachment A
FOR ACCOUNTING USE ONLY:
ORG: 8910 /3111 MULTIPLE
ACCT/ FUND: 7205/ 0001 MULTIPLE/MULTIPLE
COUNTY OF FRESNO
Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk to the Board of Supervisors
County of Fresno, State of California
By: ~~ c .. r5
eputy
ii
ATTACHMENT A
LISTING OF VENDORS AND SIGNATURE PAGES ATTACHED TO THIS AGREEMENT
Belmont Car Wash Serge Haitayan, Owner
469 N. Clovis Ave. Telephone: (559) 251-6082
Fresno, CA 93727 FAX: (559) 251-5029
Email: serge@belmontcarwash.net
Great American Car Wash AJ Rassamni, President
3854 N Blackstone Ave. Telephone: (559) 222-1818
Fresno, CA 93726 FAX: (559) 222-1813
Email: info@carwashfresno.com
DNCS Fleetwash Dave Nahay, Owner
29944 Wake Court Telephone: (800) 600-1330
Canyon Lake, CA 92587 FAX: (951) 244-3377
Email: jnahay@verizon.net
// IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. CONTRACTOR C'>.Q. ~ ·'C:\ ~ (Authorized Signature) Dave Nahay, Owner Email Address for Notices: jnahay@verizon.net Mailing Address: DNCS Fleetwash 29944 Wake Court Canyon Lake, CA 92587 Telephone: (800) 600-1330 FAX: (951) 244-3377
// IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. CONTRACTOR ~ Serge Haitayan, Owner Email Address for Notices: serge@belmontcarwash.net Mailing Address: Belmont Car Wash 469 N. Clovis Ave. Fresno, CA 93727 Telephone: (559) 251-6082 FAX: (559) 251-5029
// IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. CONTRACTOR AJ Rassamni, President Email Address for Notices: info@carwashfresno.com Mailing Address: Great American Car Wash 3854 N Blackstone Ave Fresno, CA 93726 Telephone: (559) 222-1818 FAX: (559) 222-1813
ii
EXHIBIT 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (he reinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “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 utilize d 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 sel f-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 Corpo ration’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.
(5) Form must be signed by the board member that is involved in the self -dealing transaction
described in Sections (3) and (4).
iii
(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:
I I