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HomeMy WebLinkAboutGolden Bear Car Wash LLC; 2020-10-20; PSA21-1261FLTPSA21-1261FLT City Attorney Approved Version 6/12/18 1 AGREEMENT FOR AS NEEDED CAR WASH SERVICES GOLDEN BEAR CAR WASH LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and GOLDEN BEAR CAR WASH LLC, a California limited liability company, ("Contractor”). RECITALS City requires the professional services of a car wash service consultant that is experienced in various car washing services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the“Services”) that are defined in Exhibit “A and B”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of two (2) years from the date first above written.The City Manager may amend the Agreement to extend it for one (1) additional two (2) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will befourteen thousand three hundred sixty dollars ($14,360), not to exceed seven thousand onehundred eighty dollars ($7,180) per year. No other compensation for the Services will be allowedexcept for items covered by subsequent amendments to this Agreement. If the City elects toextend the Agreement, the amount shall not exceed seven thousand one hundred eighty dollars($7,180) per Agreement year. The City reserves the right to withhold a ten percent (10%)retention until City has accepted the work and/or Services specified in Exhibit "A". 4.STATUS OF CONTRACTORContractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of Cityonly as to the results to be accomplished. 5.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence,recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable. DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D 20th October PSA21-1261FLT City Attorney Approved Version 6/12/18 2 The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Bradley Northup Name Todd Carson Title Public Works Superintendent Title Project Manager Department Public Works Address 6019 Paseo Del Norte City of Carlsbad Carlsbad, CA 92011 Address 405 Oak Ave. Phone No. 760-438-2327 Carlsbad, CA 92008 Email Todd@GoldenBearHCW.com Phone No. 760-473-1267 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes☐ No ☒ DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D PSA21-1261FLT City Attorney Approved Version 6/12/18 3 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D PSA21-1261FLT City Attorney Approved Version 6/12/18 4 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR GOLDEN BEAR CAR WASH LLC, a California limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Jeffrey Chryst Jackson / Member (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Assistant City Attorney DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D PSA21-1261FLT City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES Golden Bear Car Wash LLC will perform as-needed car wash services for the City. Services will be completed in accordance with safe industry standards, practices and in accordance with local stormwater regulations. As-needed car washes will include the following service menu options and provide a discount of 20% from current advertised pricing: DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D PSA21-1261FLT City Attorney Approved Version 6/12/18 6 Services Tracking & Validation – Vendor shall track services provided utilizing a City provided Car Wash Vendor – Log Sheet, attached as Exhibit B. Each City employee shall complete this log sheet for each service provided. Vendor shall validate that vehicle make model and license plate number referenced on log sheets match the vehicle services are being performed for. Any log sheet inaccuracies shall be identified by Vendor prior to submission of invoice for payment. Monthly Invoicing – Vendor shall adhere to the following procedures to ensure prompt payment for services rendered. •Monthly service invoice statements shall include a complete description of servicesperformed included with that months’ Car Wash Vendor – Log Sheet. Services performedand service costs must match attached log sheets. •Vendor shall submit monthly invoices for payment no later than the 5th business day afterthe last day of each month. •Invoices shall be sent via fax 760-438-1532 and emailed to amy.hazen@carlsbadca.gov DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D VEID#XXXXXX Date Department Employee Name Make Model Unit # / License #Phone # City of Carlsbad - Vehicle Car Wash Log Golden Bear Hand Car Wash Sample PSA21-1261FLT - Exhibit "B"DocuSign Envelope ID: EF35F8B8-B977-4909-A544-D26982B4E49D SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 9/22/2020 ERM Insurance Brokers Inc.3000 W. MacArthur Blvd., Suite 120Santa Ana CA 92704 Terri McClelland 949-222-0444 949-222-0445 terri@erminsurance.com License#: 0H79377 Financial Pacific Insurance Co 31453 GOLDBEA-01 Technology Insurance Company 42376Golden Bear Car Wash LLC2790 Truxtun Road, Suite #140San Diego CA 92106 615942385 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X Y Y 88327875 2/10/2020 2/10/2021 2,000,000 A 1,000,000 X X Y 88327875 2/10/2020 2/10/2021 A X X 1,000,000883278752/10/2020 2/10/2021 X 0 B XYTWC38589042/7/2020 2/7/2021 1,000,000 1,000,000 1,000,000 Certificate holder is additional insured per BP7018 05/16; 30 day notice of cancellation per form UW1730 0211; workers compensation waiver of subrogationper form WC040306 City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesPO Box 947Murrieta CA 92564