Attachment 2AGREEMENT FOR SERVICES
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THIS AGREEMENT is dated for identification this 13th of June 2019, and is made by and between
TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Pro-Sweep ("Service
Provider"), whose address is P.O. Box 5182, San Jose, CA 95150. This Agreement is made with
reference to the following facts.
I.RECITALS
1.1 Town sought proposals for the services described in this Agreement, and Service Provider
was found to be the lowest responsible supplier for this purchase.
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Town desires to engage Service Provider to provide Pressure Washing and Parking Lot
Sweeping services.
1.4 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider ackn owledges Town has relied upon these warranties to retain
Service Provider.
2.1
2.2
2.3
2.4
II. AGREEMENT
Scope of Services. Service Provider shall provide services as described in that certain
Proposal sent to the Town on May 14, 2019, which is hereby incorporated by reference and
attached as Exhibit A.
Term and Time of Performance. The effective date of this Agreement shall begin July 1,
2019 and will continue through June 30, 2024, subject to appropriation of funds,
notwithstanding any other provision in this agreement.
Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant
to Chapter 14 of the Code of the Town of Los Gatos.
Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
Agreement for Services -Pro-Sweep 2019-2024 P age 11 of 7
ATTACHMENT 2
2.5 Information/Report Handling. All documents furnished to Service Provider by the Town and
all reports and supportive data prepared by the Service Provider under this Agreement are
the Town's property and shall be delivered to the Town upon the completion of services or
at the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Service Provider in connection with the performance of its services pursuant
to this Agreement are confidential until released by the Town to the public, and the Service
Provider shall not make any of the these documents or information available to any
individual or organization not employed by the Service Provider or the Town without the
written consent of the Town before such release. The Town acknowledges that the reports
to be prepared by the Service Provider pursuant to this Agreement are for the purpose of
evaluating a defined project, and Town's use of the information contained in the reports
prepared by the Service Provider in connection with other projects shall be solely at Town's
risk, unless Service Provider expressly consents to such use in writing. Town further agrees
that it will not appropriate any methodology or technique of Service Provider which is and
has been confirmed in writing by Service Provider to be a trade secret of Service Provider.
/
2.6 Compensation. Compensation for services shall not exceed $71,352 for the first year,
inclusive of all costs. Payment shall be based upon Town approval of each task.
Compensation for years two through five of this agreement shall be adjusted upward
annually for the remaining term of this agreement by the change, if any, in the San Francisco
-Oakland -San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all
items (CPI). The adjustment shall be based upon the CPI published on December 31 of the
preceding year. If the CPI indicates a downward adjustment, compensation would remain
at the base amount of $71,352.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
2.8
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
Failure to Perform. It is mutually agreed by SERVICE PROVIDER and TOWN that in the event
that performance of the work by SERVICE PROVIDER under this Agreement is not completed
as scheduled, TOWN will suffer damages and will incur other costs and expenses of a nature
and amount which is difficult or impractical to determine. The Parties agree that by way of
ascertaining and fixing the amount of damages, costs and expenses, and not by way of
Agreement for Services -Pro-Sweep 2019-2024 Page I 2 of 7
pena lty, SERVICE PROVIDER shall pay to TOWN the sum of five hundred dollars ($500.00)
per location per scheduled service in liquidated damages for every missed service. In the
event that the liquidated damages are not paid, SERVICE PROVIDER agrees that TOWN may
deduct the amount of unpaid damages from any money due or that may become due to
SERVICE PROVIDER under this Agreement.
2.9 Schedule. Service Provider shall provide a schedule to the Town prior to beginning work.
The schedule shall identify dates of service for each location. Schedule changes shall be
approved by the Town with 24-hour notice. Each missed location shall be considered a
failure to perform, unless the contractor provides advance notice of schedule change.
2.10 Availability of Records. Service Provider shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement. Service
Provider shall make these records available to authorized personnel of the Town at the
Service Provider offices during business hours upon written request of the Town.
2.11 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be assigned
or subcontracted without the written consent of the Town.
2.12 Independent Contractor. It is understood that the Service Provider, in the performance of
the work and services agreed to be performed, shall act as and be an independent
contractor and not an agent or employee of the Town. As an independent contractor he/she
shall not obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent, the Service Provider may perform some
obligations under this Agreement by subcontracting, but may not delegate ultimate
responsibility for performance or assign or transfer interests under this Agreement. Service
Provider agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Service Provider shall be compensated for its costs and
expenses in preparing for, traveling to, and testifying in such matters at its then current
hourly rates of compensation, unless such litigation is brought by Service Provider or is
based on allegations of Service Provider's negligent performance or wrongdoing.
2.13 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider has no business holdings or agreements with
any individual member of the Staff or management of the Town or its representatives nor
shall it enter into any such holdings or agreements. In addition, Service Provider warrants
that it does not presently and shall not acquire any direct or indirect interest adverse to
those of the Town in the subject of this Agreement, and it shall immediately disassociate
itself from such an interest, should it discover it has done so and shall, at the Town's sole
discretion, divest itself of such interest. Service Provider shall not knowingly and shall take
reasonable steps to ensure that it does not employ a person having such an interest in this
performance of this Agreement. If after employment of a person Service Provider discovers
Agreement for Services -Pro-Sweep 2019-2024 Page 3 of 7
it has employed a person with a direct or indirect interest that would conflict with its
performance of this Agreement Service Provider shall promptly notify Town of this
employment relationship, and shall, at the Town's sole discretion, sever any such
employment relationship.
2.14 Equal Employment Opportunity. Service Provider warrants that it is an equal oppor tunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider nor its subcontractors do and neither shall
discriminate against persons employed or seeking employment with them on the basis of
age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental
disability, national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment & Housing Act.
Ill. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i.Service Provider agrees to have and maintain, for the duration of the
contract, General Liability insurance policies insuring him/her and his/her
firm to an amount not less than: one million dollars ($1,000,000) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
ii.Service Provider agrees to have and maintain for the duration of the contract,
an Automobile Liability insurance policy ensuring him/her and his/her staff
to an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii.Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
General Liability:
i.The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Service Provider; products and completed operations of Service
Provider, premises owned or used by the Service Provider.
ii.The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers. Any
insurance or self-insurances maintained by the Town, its officers, officials,
Agreement for Services -Pro-Sweep 2019-2024 Page I 4 of 7
employees or volunteers shall be excess of the Service Provider's insurance
and shall not contribute with it.
iii.Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Town, its officers, officials, employees or
volunteers.
iv.The Service Provider's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30} days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers' Compensation. In addition to these policies, Service Provider shall have and
maintain Workers' Compensation insurance as required by California law and shall provide
evidence of such policy to the Town before beginning services under this Agreement.
Further, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of the
Service Provider, or any of the Service Provider's officers, employees, or agents or any
subcontractor.
4.1
4.2
4.3
IV.GENERAL TERMS
Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
Termination of Agreement. The Town and the Service Provider shall have the right to
terminate this agreement with or without cause by giving not less than fifteen days (15)
Agreement for Services -Pro-Sweep 2019-2024 Page I 5 of 7
4.4
written notice of termination. In the event of termination, the Service Provider shall deliver
to the Town all plans, files, documents, reports, performed to date by the Service Provider.
In the event of such termination, Town shall pay Service Provider an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town bears to
completed services contemplated under this Agreement, unless such termination is made
for cause, in which event, compensation, if any, shall be adjusted in light of the particular
facts and circumstances involved in such termination.
Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
4.7
4.8
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Pro-Sweep
P.O. Box 5182
San Jose, CA 95150
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
Agreement for Services -Pro-Sweep 2019-2024 Pa g e 6 of 7
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement
Town of Los Gatos by:
Recommended by:
Approved as to Form:
Agreement for Services -Pro-Sweep 2019-2024
Service Provider by:
Digitally signed by Rich Saso
ON: c.n::::Rich Saso, o, ou, email=rich@pro
sweep.com, c=US
Title
Attest:
Pago 7 of 7
BID PRICE SHEET
For all services described below, unless excluded by the Town in description of services below,
the Town shall consider unit prices below to include all labor, equipment, fees of any kind,
overhead, insurance, fuel, materials, surcharges, disposal fees, and any other costs associated with
and necessary for the Bidder to perform such service. No qualifications, exemptions, or alterations
of services described below will be allowed. Failure to comply will result in disqualification of
bid.
A.GENERALSERVICES
COST PROPOSAL
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Pressure Wash Downtown
Sidewalks per attached Site
Loca tion map. ...
I 02 j Monthly Pressure Wash Civic Center
Io, Library Area per attached Site
!Location ma
·Quarterly Pressure Wash Downtown
Parking Garage. All water and
i Materials Shall be Captured
j throul!h-oot th e Process.
04 Monthly Additional Cost for Pa rking LotjSweeping Service for eleven
( 11)Municipal Lots and ei ght
(8)Parks Parkin Lots
L'\IT 'JOL\l. TOT .\l.llOl'HSFOR
PRICE ITE\I SEH \ ICLS.
PIUCE ... I I I
$360 $4,320 6 hours / service
I s1,920 $7,680 32 hours / service
I $746 $8,952 14.S hours/ service
EXHIBIT A
PRQ .. S\¥EEP Proposal 4584
To: Steve Regan
41 Miles Ave
Date: 5/7/2019
Job Location:
Los Gatos, CA 95030 131 E Main St, Los Gatos. CA 95030
Service Proposal
Pro-Sweep, Inc .. agrees to furnish alt supervision, labor, materials, and equipment
needed to complete the required services at the following location below.
Pro-Sweep reserves the right to charge a cancellation fee should the service be
canceled less than 48 hours from the scheduled service date.
Service To lndude:
1.To remove all dirt, algae, gum and stains (to the best of our ability) from surface.
2. Steam clean designated areas per your request.
3.Protect all entrances to prevent water seepage.
4.Scrub and hydro-flush concrete areas.
5.Water recaptured and processed.
6.Squeegee any over-spray on windows.
7.Service to be performed: As specified below.
Equipment and Labor To Be Used:
1.1 Delco 4500 PSI -Water temperature will be 160 degrees
2.2 Water Vacuum
3.2 Men
4.Pressed wood sheets (to protect all landscaped areas)
Description
1 Monthly steam Cleaning of Downtown sidewalks per site location map provided.
Cost per Month
2 Mont�ly steam cleaning of Civic Center library area per site location map
provided. Cost per Month
3 Quarterly steam cleaning of Downtown par king garage. All water and materials
to be recaptured throughout the proc ess. Cost per Service
NOTES:
• Please advise tenant of possible water seepage at entrances.
• Inaccessible areas may prohibit ability lo clean
• water run-off (often containing contaminants) wiH be recaptured and l)(ocessed by
standards established by municipality governing property's geographic location.
• Fire alarms must be set to TEST mode and exhaust fans activated by
management. during duration or service in enclosed garages
• Working conditions deemed unsafe, due to fire alarm or carbon monoxide censor
activation. will resl:J!t In an Immediate evacuation or premises, until "all clear" Is
•To accept this proposal, please sign and retum to your service coordinator.
•Please email your insurance requirements to shelby@pro-sweep.com.
Qty
12
12
4
•Should this service require a purchase order please submit along with signed proposal.
•Contract with a 30 day cancellation clause in effect, upon approval of this proposal.
•Terms: Net 30
Rate Extension
$4,200.00 $50,400.00
$360.00 $4,320.00
$1,920.00 $7,680.00
Total $62,400.00
Authorized Signature Date
PRO-SWEEP, INC. *P.O. BOX 5182, San Jose, CA 95150 * Phone: 408-558-1900 * Fax: 408-558-1909
PRO-SWEEP Proposal 4651·
To: Steve Regan
41 Miles Ave Job Location:
Date: 5/14/2019
Los Gatos, CA 95030 North Parking Lot, Los Gatos, CA 95032,Lot 1, Los Gatos, CA 95032.Lot 2, Los
Gatos, CA 95032,Lot 3, Los Gatos, CA 95032.Lot 4, Los Gatos, CA 95032,Lot 5,
Los Gatos, CA 95032,Lot 6, Los Gatos, CA 95032,Lot 7, Los Gatos. CA 95032,Lot
8, Los Gatos, CA 95032,Lot 9, Los Gatos, CA 95032,Lot 10, Los Gatos, CA 95032,
Service Proposal
Pro-Sweep, Inc., agrees to furnish all supervision, labor, materials. and equipment
needed to complete the required services at the following location below.
Pro-Sweep reserves the right to charge a cancellation fee should the service be
canceled less than 48 hours from the scheduled service date.
Service Proposal f Sweeping Services
Pro-Sweep, Inc., agrees to furnish all supervision, labor, materials, and equipment
needed to complete the required services at the following location below:
Scope Of Wori<:
1.Sweeping Of All Paved Areas Utilizing Back Pack Blowers And/or Power Nite-hawk
Sweeping Unit. As Appropriate For Property.
2.Sweeping Includes Along Perimeter Of Buildings, Curbs, Fences, And Tire Stops In
Accessible Serviced Areas.
3.Follow Up Inspection After Initial Service With Subsequent Unscheduled Inspections
To Verify Quality Of Service.
4. Check AU Storm Drains For Excessive Debris And Clean Surface If Necessary.
5.Notify Client Of Any Unusual Circumstances (i.e .. Excessive Water, Broken Sprinkler
Head, Lighting Issues Or Large Abandoned Objects) In Serviced Areas.
6.To Include Liability Insurance And Worker's Compensation. Waivers Of Subrogation
And Primary Wording Are Available Upon Request
7.Sweeping Frequency: As Specified Below.
Description
1 Power sweep all accessible paved areas utilizing a Nite-Hawk Sweeper. For
maximum efficiencies and effectiveness. Pro-Sweep sweeping services are
performed in the late p.m./early a.m. post-business hours, unless contracted
otherwise
2 Power sweep all accessible paved areas utilizing a Nite-Hawk Sweeper. For
maximum efficiencies and effectiveness, Pro-Sweep sweeping services are
performed in the late p.m./early a.m. post-business hours, unless contracted
otherwise
•To accept this proposal, please sign and return to your seNice coordinator.
•Please email your insurance requirements to she/by@pro-sweep.com.
Qty
12
12
•Should this service require a purchase order please submit along with signed proposal.
•Contract with a 30 day cancellation clause in effect, upon approval of this proposal.
•Terms: Net 30
Rate Extension
$240.00 $2,880.00
$160.00 $1,920.00
Total $8,952.00
Authorized Signature Date
PRO-SWEEP, INC. *P.O. BOX 5182, San Jose, CA 95150 * Phone: 408-558-1900 * Fax: 408-558-1909
PRO-SWEEP Proposal 4651
To: Steve Regan
41 Miles Ave Job Location:
Date: 5/1412019
Los Gatos, CA 95030 North Parking Lot, Los Gatos, CA 95032,Lot 1, Los Gatos, CA 95032,Lot 2, Los
Gatos, CA 95032,Lot 3, Los Gatos, CA 95032,Lot 4, Los Gatos, CA 95032,Lot 5,
Los Gatos, CA 95032,Lot 6, Los Gatos, CA 95032,Lot 7, Los Gatos, CA 95032,Lot
8, Los Gatos, CA 95032,Lot 9, Los Gatos, CA 95032.Lot 10, Los Gatos, CA 95032,
3 Power sweep all accessible paved areas utilizing a Nite-Hawk Sweeper. For
maximum efficiencies and effectiveness, Pro-Sweep sweeping services are
12 $296.00 $3,552.00
performed in the late p.m.learly a.m. post-business hours, unless contracted
otherwise
4 Hauling and recycling of all leaf and natural debris 12 $50.00 $600.00
CONTRACTS: While we hesitate to increase our pricing, costs that are driven by market conditions are inellilable. For your budgeting purposes. please note
that if inaeases occur they will take place at the beginning of the calendar year after contract expiration.
THINKING GREEN: Our Nile-Hawk powerful sweepers BURN LESS FUEL to do the same work as other auxiliary engine sweepers. They also have been
measured at 66 DECIBELS COMPARED TO 90+ DECIBELS of the auxiliary engine sweepers.
NOTE: All leaf debris is recycled at green recycling centers.
•To accept this proposal, please sign and return to your service coordinator.Total $8,952.00
•Please email your insurance requirements to shelby@pro-sweep.com.
•Should this service require a purchase order please submit along with signed proposal.
•Contract with a 30 day cancellation clause in effect, upon approval of this proposal.
•Terms: Net 30
Authorized Signature Date
PRO-SWEEP, INC. *P.O. BOX 5182, San Jose, CA 95150 * Phone: 408-558-1900 * Fax: 408-558-1909
LOS GATOS CIVIC CENTER LIBRARY