I~ LIBRARY Dublin...I n/inite pocfcfihilitiu

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1 ./"<1/1 JI,.t;/..!.:d, CJIII/ty I,ihml"/tll/ ~. Alameda County Albany Castro Valley Centerville I~ LIBRARY Dublin...I n/inite pocfcfihilitiu Honorable Board of Supervisors Administration Building Oakland, CA Dear Board Members: June 21, 2009 Extension Services Fremont Main Irvington Newark Niles San Lorenzo Union City AGENDA ITEM NO._ July 14, 2009 SUBJECT: APPROVE AND AUTHOR~E THE PRESIDENT TO EXECUTE AMENDMENT NO. ONE FOR THE SERVICE AGREEMENT NO BETWEEN THE CITY OF FREMONT (PRINCIPAL: MELISSA STEVENSON DILE; LOCATION: FREMONT, CA) AND THE ALAMEDA COUNTY LIBRARY FOR JANITORIAL MAINTENANCE AND OPERATIONS AT THE FREMONT LIBRARY RECOMMENDATION: Approve and execute Amendment No. One for the Service Agreement Number 3754 between the City of Fremont (Principal: Melissa Stevenson Dile; Location: Fremont, CA) and the Alameda County Library for janitorial maintenance and operations at the Fremont Library, no change in the contract period and an increase in the amount of $60, to $196, which is an increase of $136, SUMMARY/DISCUSSION: In June 1987, the City of Fremont established a 50 year service agreement with the County of Alameda Library to provide general library services which included building and landscape maintenance to be provided by the City of Fremont and janitorial services to be provided by the County Library. Over time, the relationship in regards to the janitorial maintenance evolved. The City of Fremont has assumed responsibility for contracting out the janitorial services at the Fremont Libraries. As a result of this, the County Library needs to pay the City of Fremont for its share ofjanitorial costs. Administration 2450 Stevenson Blvd. Fremont, CA FAX

2 The City of Fremont shall be reimbursed by the Alameda County Library based on a formula relating to hours of use of each portion ofthe Fremont Libraries. The County Library will pay the City of Fremont in the amount of $136,000 which is subject to change annually based on the consumer price index or 4%. SELECTION CRITERIA AND PROCESS: The City of Fremont is a sole source exception according to the Uniform Procurement Manual, Chapter 5, Sole Source, Section C, Goods or Services Acquired From Other Governmental Agencies. FINANCIAL CONSIDERATIONS: There is no net County costs as a result of this action. Budget reallocations are within the County approved budget fiscal year Very truly yours, ~f~k County Librarian Cc: Patrick O'Connell, Auditor-Controller Louie Martirez, CAD Analyst Melissa Stevenson Dile, City offremont Crystal Hishida Graff, Clerk of the Board

3 AMENDMENT NO.1 TO OCCUPANCY, OPERATION AND MAINTENANCE AGREEMENT FOR FREMONT MAIN LIBRARY AND COUNTY LIBRARY ADMINISTRATIVE OFFICE AND AGREEMENT TO PROVIDE JANITORIAL SERVICES TO THE MAIN LIBRARY, CENTERVILLE LIBRARY AND IRVINGTON LIBRARY This Amendment No. 1 to Occupancy, Operation and Maintenance Agreement for Fremont Main Library and County Library Administrative Office And Agreement to Provide Janitorial Services to the Main Library, Centerville Library and Irvington Library is made and entered into by and between the CITY OF FREMONT, a municipal corporation ("CITY"), and the COUNTY OF ALAMEDA, a body corporate and politic of the State of California ("COUNTY"). RECITALS A. CITY and COUNTY entered into an Agreement entitled Occupancy, Operation and Maintenance Agreement for Fremont Main Library and County Library Administrative Office ("AGREEMENT") on June 23, B. Pursuant to the AGREEMENT, CITY leased to COUNTY for a fifty year period the library building. landscaped areas and parking facilities located at 2400 Stevenson Boulevard, commencing on the date CITY accepted the library building as complete. C. The AGREEMENT allocates space within the library building for library use, COUNTY administrative use and joint use areas for use of CITY and COUNTY, allocates responsibility for maintenance and repair of the library building, landscaped areas and parking facilities and contains cost sharing formulas to cover the costs of this work. D. The AGREEMENT (Article X, subparagraph F) obligates COUNTY to provide and pay the cost of all janitorial services for the main library, COUNTY administrative offices and joint use areas (collectively, the "Main Library Building").. E. COUNTY also operates the Centerville Library (3801 Nicolet Avenue) and the Irvington Library (41825 Greenpark Drive) within the CITY. These libraries are on CITY-owned property. Under a staff level Letter of Understanding, dated June , COUNTY assumed responsibility to provide and pay for the cost of all janitorial services to these libraries. F. COUNTY requested that CITY consider assuming responsibility to provide all janitorial services to the Main Library Building, Centerville Library and Irvington Library (collectively the "Libraries"). In response to the COUNTY's request. CITY included in its recently issued request for proposals ("RFP") janitorial services for the Libraries as a separate cost item.

4 G. CITY is now preparing to award a janitorial services contract to GCA Services that will commence on January 1, 2009, and terminate on December 31, 2014 with two optional one-year extension terms. COUNTY has reviewed GCA Services' proposal and proposed scope of work and cost for the Libraries and is satisfied with the level of service and cost proposed. H. CITY is willing to assume responsibility for providing janitorial services to the Libraries and to include such service in its janitorial contract provided that COUNTY: (1) pay all costs associated with such services, including the actual contracted cost for providing that service and a CITY administrative services fee, and (2) provide a designated staff person to coordinate and manage issues that arise regarding janitorial service to the Libraries. I. COUNTY is willing to meet the terms CITY has specified as set forth above. Accordingly, CITY and COUNTY wish to amend the Agreement to remove the COUNTY's obligation to provide janitorial services to the Main Library Building, to formally agree on the provision of janitorial services to the Main, Centerville and Irvington libraries, and to set forth the terms and conditions on which CITY will provide such services. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDEN1"IFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. AMENDMENT TO AGREEMENT TO REMOVE COUNTY JANITORIAL SERVICES OBLIGATION. Subparagraph F of Article X of the AGREEMENT is amended to remove the COUNTY's obligation to provide janitorial services to the Library Building by deleting the following sentence: "County shall be responsible for janitorial services for the Fremont Main Library, Joint Use areas, and County Administrative Offices." 2. AGREEMENT TO PROVIDE JANITORIAL SERVICES TO THE LIBRARIES. A. City Obligations. 1. Services During Initial Term. For the period of January 1, 2009 to December 31, 2014 ("Initial Term"), CITY shall contract with a janitorial services company to provide janitorial services to the Main Library, Centerville Library and Irvington Library as part of its City-wide facilities janitorial services contract. During the Initial Term, janitorial services to the Libraries shall be provided in accordance with Exhibit "A" attached to and made a part of this Agreement. However, if this Agreement is terminated after the first year of the Initial Term, as provided in Section 3.B below, CITY shall not be obligated to contract for janitorial services to the Libraries for the last four years of the Initial Term (January 1, 2010 to Service-Amend(07-1) 2

5 December 31, 2014). The estimated cost for providing janitorial services to the Libraries in the first year of service is $136,000. During the term of the janitorial contract this amount may increase each year by the lesser of the increase in the consumer price index or 4%. 2. Subsequent Contract Solicitations and Award Including Libraries. In general, CITY solicits and awards janitorial contracts at regular intervals of three to five years. Accordingly, CITY shall include the Libraries as a separate cost item in each janitorial contract solicitation. City shall consult with COUNTY prior to conducting each janitorial contract solicitation to determine if County desires to modify the services described in Exhibit A. City shall include any COUNTY revised scope of janitorial services for the Libraries in its solicitation. City shall solicit and award each janitorial services contract according to the procedures set forth in Title 2, Article 9 of the Fremont Municipal Code as it may be amended from time-to-time. Selection of the contractor shall be within CITY's sole discretion. Prior to award of each new janitorial services contract CITY shall provide COUNTY with the selected contractor's cost information (including the basis for periodic compensation increases), City Administrative Service Fee amount, duration of proposed contract and any other pertinent information. CITY shall include the Libraries in its city-wide facilities janitorial contract upon timely notice of COUNTY's election to have CITY contract for and provide such services as described in Section below. 3. Annual Notice of Estimated Costs. The CITY's janitorial services contracts typically allow for periodic increases in the contractor's compensation based on consumer price index or another appropriate escalation factor. During the term of any janitorial agreement providing for services to the Libraries, City will provide COUNTY a notice before May 15th of each year, describing the contractor janitorial service costs and City Administrative Service Fee for the next year. 4. Invoices. During the term of any janitorial agreement providing for services to the Libraries, CITY shall send COUNTY an invoice each month for the cost of janitorial services provided to the Libraries and the City Administrative Fee. The cost of janitorial services shall be the actual cost billed to the CITY for janitorial services pursuant to the contract between the CITY and the contractor. The City Administrative Service Fee shall be an amount equal to twenty percent (20%) of the cost of the janitorial services unless modified as set forth in Section 2.C.1 below. The City Administrative Service Fee is intended to reimburse the CITY for direct and indirect costs it incurs in soliciting, awarding and managing the janitorial services contract in connection with the Libraries. Service-Amend(07-1) 3

6 5. Indemnity. Additional Insured. CITY's contract with its janitorial contractor shall provide that the contractor will name the COUNTY as an additional insured and provide appropriate endorsements to this effect. The insurance coverage and endorsements shall be those required and approved by the CITY's risk manager in connection with the janitorial contract. CITY's contract with its janitorial contractor shall also provide that the contractor shall defend and indemnify the COUNTY from claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from the contractors performance, or failure to perform, janitorial services at the Libraries. B. County Obligations 1. Payment of Invoices. During the term of any janitorial services contract providing for services to the Libraries, COUNTY shall pay to CITY within 30 calendar days of receipt the full amount of the monthly invoices provided by CITY in accordance with section 2.AA above. Payment shall be made by check to: City of Fremont If any amounts are disputed, the COUNTY's designated employee shall, at or before the time of payment, advise the CITY's contract manager in writing of the dispute, including identification of the amount and grounds for the dispute. The CITY's contract manager shall deduct the disputed amount from the next invoice to be sent to the COUNTY and shall continue to deduct this amount until the dispute is resolved. The COUNTY's designated employee shall work with the CITY's contract manager and janitorial contractor to resolve the dispute. CITY shall in the next billing cycle following resolution of the dispute adjust the invoice to reflect the outcome of the dispute. 2. Designated Employee to Manage Janitorial Service Issues. During the term of any janitorial services contract providing for services to the Libraries, COUNTY shall designate a COUNTY employee to be responsible for coordinating and managing issues that arise regarding janitorial service to the Libraries. COUNTY shall provide CITY and the CITY's janitorial contractor with the name, title and contact information of the designated employee. The issues that the designated employee shall be responsible for shall include but not be limited to: a. Reviewing monthly invoices for janitorial services at the Libraries. Identifying billing errors and interfacing with CITY's contract manager and janitorial contractor as needed to resolve billing disputes. b. Monitoring and resolving disputes with the janitorial contractor regarding janitorial services at the Libraries while keeping the CITY's contract manager informed. 4

7 c. Coordinating furniture moving with the janitorial contractor when janitorial contractor moves small amounts of furniture. Depending on the size of the move, this may result in additional costs. d. Performing quality control assessments including random inspections and reporting back to janitorial contractor and CITY's contract manager. e. Reviewing necessity for, making and supervising emergency requests for janitorial services at the Libraries. f. Coordinating with janitorial contractor in connection with nonroutine special event and conference room setup as needed. g. Requesting services that are not part of the normal scope of services described in Exhibit A (except for emergency services, special event and conference room set-up) through the City's contract manager. 3. Subsequent Contract Solicitations and Notice of COUNTY's Election to Receive Janitorial Services. Upon notice from CITY that it will be conducting a solicitation for city-wide janitorial services, COUNTY shall promptly consult with CITY to advise CITY whether COUNTY desires to modify the services described in Exhibit A. Within 14 calendar days of receipt from CITY of the selected contractor's cost information (including the basis for periodic compensation increases), City Administrative Service Fee amount, and any other pertinent information, COUNTY shall advise CITY in writing whether it elects to receive janitorial services for the Libraries under the proposed CITY janitorial contract. If COUNTY does not elect to receive services under the CITY janitorial contract, then this Agreement shall terminate and COUNTY shall be solely responsible for providing janitorial services to the Libraries. C. Evaluation and Termination of Agreement. 1. Evaluation: Adjustment to Administrative Fee. CITY and COUNTY shall meet and confer to discuss and evaluate the provision of janitorial services to the Libraries under this Agreement prior to May 15, 2009 and prior to November 30, The evaluation shall specifically include review of the CITY's direct and indirect costs incurred in connection with the provision of janitorial services to the Libraries. If City determines that the City Administrative Fee does not fully compensate City for its costs then it may propose an increase in the Administrative Fee to a percentage that will fully compensate City. Following CITY's demonstration to COUNTY that the City Administrative Service Fee does not fully compensate City, the parties will process an amendment to this Agreement to increase the amount of the City Administrative Service Fee to the amount the CITY has demonstrated will fully compensate it for costs it incurs in connection with provision of janitorial services to the Libraries. The first review (to be held prior to May 15, 2009) shall also specifically address COUNTY's 5

8 satisfaction with the provision of janitorial services through the CITY contract. 2. Termination Following Second Evaluation Meeting. If as a result of the second evaluation meeting (to be held prior to November 30, 2009), the parties are unable to agree on any matters that are material to the provision of janitorial services to the Libraries pursuant to this Agreement, then either party may elect to terminate this Agreement to provide janitorial services to the Libraries by providing written notice to the other. Such notice shall be provided no later than December 15, In such event, CITY shall inform its janitorial contractor and amend its janitorial contract to eliminate janitorial services to the Libraries effective March 1, 2010 or such other date as CITY and COUNTY may agree to, and COUNTY shall then be solely responsible for providing janitorial services to the Libraries commencing March 1, 2010 or upon any agreed upon date. If neither party timely provides notice of its election to terminate this Agreement, then janitorial services to the Libraries shall continue under this Agreement for the remainder of the Initial Term and the term of any subsequent janitorial services contract awarded by the CITY that includes janitorial services to the Libraries as provided for in Sections 2.A.2 and above. 3. EFFECT OF AMENDMENT. All terms and conditions set forth in the Agreement which are not specifically modified by this Amendment shall remain in full force and effect. 4. ENTIRE AGREEMENT. This Amendment to the Agreement and Agreement to Provide Janitorial Services to the Libraries comprises the entire integrated understanding between the parties concerning provision of janitorial services to the Libraries. This Amendment to the Agreement and Agreement to Provide Janitorial Services to the Libraries supersedes all prior negotiations, agreements, and understandings regarding the matters described herein, whether written or oral. 5. SIGNATURES. The individuals executing this Amendment and Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment and Agreement on behalf of the respective legal entities of the COUNTY and the CITY. 6

9 IN WITNESS WHEREOF: The parties hereto have executed this agreement the day and year first above written, and the County has hereunto caused its corporate name to be signed by its President ofthe Board of Supervisors, who is hereunto duly authorized the day and year first above written. CITY OF FREMONT COUNTY OF ALAMEDA By: By: M8)'6f City of Fremont, County of Alameda State of Californi~ELlSSASTEVENSON DllE President Board of Supervisors State of California Date: r;;fh7(oj Deputy City Manager Date: _ APPROVED AS TOFORMLY By: ~.2. By: Nellie Ancel Title: Senior Deputy City Attorney APPROVED AS TO FORM Clerk of the Board of Supervisors APPROVED AS TO FORM By: ~~ County Counsel 7