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HomeMy WebLinkAbout29531 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. 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 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: