HomeMy Public PortalAboutC-08-001 - Nationwide Environmental Services, Inc. a division of Joe's Sweeping, Inc.CONTRACT SERVICES AGREEMENT TO PROVIDE STREET SWEEPING SERVICES FOR THE CITY OF CARSON, CALIFORNIA This CONTRACT SERVICES AGREEMENT ("Agreement") is made and entered into this I st day of July, 2008, by and between the CITY OF CARSON, a general law city and municipal corporation, ("City") and Nationwide Environmental Services a division of Joe's Sweeping, Inc., a California corporation ("Contractor"). The term Contractor includes employees performing as drivers, mechanics, supervisors, and other personnel acting to render street sweeping services of any kind. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of Orst class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the pw-pose intended. For purposes of this Agreement, the phrase "highest prolessional standards" shall mean those standa!'2_s of1practice r~ognized by one or more first-class firms perfomiing similar work &der~simi!l!!:· circumstances. ::n :;: :0 C (~ s.;; /.J../ L I .-J .2 Contractor's Proposal. The Scope of Services shall include the Coo.tractor's :: proposal or bid which shall be incorporated herein by this reference as thougltfully-set forth' herein. In the event of any inconsistency between the terms of such proposaJtand jfyf. Agreement, the terms of this Agreement shall govern. EJ g: U -~ 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses. Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of lhe services required by this Ab'Teement. Contractor shall hnve the sole obligation 10 pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against Cily hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b} has carefully considered how the services should be performed, and (c) fully understands the 01007/0001/WIRJ.01
facilities, difficulties and restrictions attending perfonnance of lhe services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the perfonnance of the services hereunder, Contractor shall immediately infonn the City of such fact and shall not proceed except al Contractor's risk until written instructions are re<:eived from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. I. 7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) lhe Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less; or in the time to perform ofup to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. 1.9 Special Requirements. Additional tenns and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensnted in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum -2-01007/0001/601 ~).01
contract amount of Seven Hundred Thirty One Thousand Four Hundred Twenty Dollars ($731,420.00) ("Contract Sum"} per annwn, except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii} payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first ( I st) working day of such month, Contractor shall submit to the City in the fonn approved by the City's Administrative Services General Manager, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 2.3 Future Adjustments. Effective July I, 2009, and on each July I thereafter, the compensation paid to the Contractor shall be adjusted annually to rates that are based upon changes in the Consumer Price Index (CPI), All Urban Consumers, for Los Angeles-Anaheim Riverside Area, as published by the United States Department of Labor, Bureau of Labor Statistics. The Contractor shall submit to the City, each April, beginning in April 2009, infonnation in support of an 1mnual adjustment. This information will include changes in the CPI that have occurred during the preceding calendar year. The City Manager or his designee shall review the infonnation submitted by Contractor and approve the rate adjustment if the infonnation submitted is determined to be accurate. As an alternative, the City Manager may refer the proposed adjustment to the City Council for approval, in its reasonable judgment. 2.4 Extraordinary Adjustments. The Contractor or the City may request an adjustment to the compensation paid to the Contractor at times other than those specified in Section 2.3, based upon unusual changes in the cost of providing service under this agreement The Contractor may request only one such adjustment during any rate year. Unusual changes may include changes in components of the disposal rate, changes in the disposal site requested by the City, changes in state or local government solid waste fees and charges, and changes in the law. These changes do not include inaccurate estimates by the Contractor of its proposed cost of operations. For each request, the Contractor must prepare a schedule documenting the extraordinary costs. The request shall be prepared in a form acceptable by the City with support for all assumptions made by the Contractor in preparing the estimate. The City shall review the Contractors request and, in the City's reasonable judgment, make the final determination on the appropriate amount of the adjustment, if any. 2.5 Availability of funds. It is mutually understood between the parties that this Agreement is valid and enforceable only if sufficient funds are made available by the City .3. 01007/000l/601Sl.Ol
Council of the City for the purposes of this Agreement. The availability of funding is affected by matters outside tlte City's control, including other governmental entities. Accordingly, the City has the option to void the whole Agreement or to amend the Agreement to reflect unanticipated reduction in funding, for any reason. 3.0 PERFOR.JvlANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the perfonnance of this Agreement. J.2 Schedule of Perfonnance. All services rendered pursuant to this Agreement shall be perfonned within the time period established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this relerence. Extensions to the time specified in the schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, eanhquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigotion, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (IO) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be linal and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term & Extended Tem1(s). Unless earlier temiinated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect from and after July I, 2008 and for three (3) consecutive calendar years thereafter. City reserves the right, in its sole and unlettered discretion, to extend the Term of this Ab'l'eement for up to a maximum of(2) one-year extended terms (an "Extended Tenn"). City shall exercise its right to extend the Tenn of the Agreement by providing Contractor with written notice of its intent to extend the Tenn or any Extended Term of this Agreement not less than thirty (30) calendar days prior to the expiration of the Term or any Extended Term of this Agreement. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Never Samuelian/President Joe Samuelian/Vice President Ani Samuelian/Vice President & Director -4-01007/0001/60183.0I
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City lo enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time lo personally supervise the services hereunder. for purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shnll be the Contractor's responsibility to assure that the Contract Officer is kept infonned of the progress of the perfonnance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Conlract omcer shall have authority to sign all documents on behnlf of the City required hereunder to carry out the terms of this Agreement. 4 . .3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benelit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shnll release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perfonn the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their nwnber, compensation or hours of service. Contractor shall perfonn all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City hannless from any and all taxes, assessments, penalties, and interest asserted againsl City by reason of the independent contractor relationship created by the Ab'l'eement. Contractor shall fully comply with the workers compensation law regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and -5-0I007/0001/601113.0 I
hold hannless City from any failure of Contractor lo comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 5.0 INSURANCE AND INDEMNIFICATION 5.1 Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a fom1 and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liabilitv Insurance. A policy of commercial general liability insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 0 I, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defonse costs must be paid in addition to limits. Limits shall be no less than $2,000,000 general aggregate. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than $1,000,000 per accident, combined single limit. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Property Damage Insurance. Property damage insurance with a minimum coverage of$ I ,000,000 per claim. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may be not cancelled without providing ten ( I 0) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled or amended, Contractor shall, prior to the cancellation or amendment date, submit new evidence of insurance in confonnance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until Contractor has provided City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City. Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages -6-01007100011601i3.0I
to any persons or property resulting from Contractor's activities or the activities of any person or persons for which Contractor is othenvise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Conlfactor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Conlfactor is required to maintain pursuant to this Section 5. I 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them hannless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent perfonnance of or failure to perform any tem1, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith; (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Conll'actor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; ( c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Conlfactor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its oflicers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. -7-01007/000J/6018).01
6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be perfonned pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep such books and records as shall be necessary to perfonn the services required by this Agreement and enable the Contract Officer to evaluate the perfonnance of such services. The Contract Officer shall have full and free access to such books and records at all times during nonnal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and/or agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The reports, records, documents and other materials prepared by Contractor in the perfonmmce of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of -8-0100710001/6018).01
California, or 1my other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue perfonning its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty.five (45) days after service of the notice, or such longer period as may be pennitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Notwithstanding the foregoing, however, City shall be excused from payment if Contractor has for any period foiled to perform its work in a satisfactory manner. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that tlte dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention or Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in perfonning or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third pnrty, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim oflien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor lo insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent lo or approval of any act by the other party requiring the party's consent or approval shall not be deemed to wnive or render unnecessary the other party's consent to or approval of any subsequent act. /\ny waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedie~ are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for -9· 01007/0001/61)1&).01
any default, lo compel specific perfonnance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7. 7 Liquidated Damal!es. Since the detennination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Zero ($0.00) as liquidated damages for each working day of delay in the perfonnance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor 1my accrued liquidated damages. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where tennination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days· written notice to City, except that where tem1ination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may detem1ine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 .3. In the event the Contractor has initiated tenninntion, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. For purposes of this Agreement, cause shall be defined as the failure to abide by all terms and conditions of this agreement, the failure of Contractor 10 pcrfom1 its obligations hereunder in a timely and satisfactory manner, or if Contractor ceases performing its work for ten ( I 0) days during any thirty (30) day period. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the Iola! cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damnges), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees -10-01007/0001/6-018).01
shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.Cl CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability o( Cjty OOicers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Connict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. When requested by the Contract Officer, prior to the City's execution of this Agreement, Contractor shall provide the City with an executed statement of economic interest. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the perfomiance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF CARSON, 701 East, Carson Street, CARSON, California 90745, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 lntemretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. -11-01007/0001/60 I R).01
9.3 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severabilitv. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Comorate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. -12-01007/0001/~183.0I
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement to be effective July I, 2008. ATTEST: APPROVED AS TO fOR.M: &). I~ l-~-(J_ _"") CilyAtto~ OI007/000l/6018J.OI CITY: CITY OF CARSON, a municipal corporation J;n J)-e,,,A Mayor CONTRACTOR: Nationwide Environmental Services div. of Joe's Sweeping, Inc., a California Corporation By: :?Uf4Y-,'~' Name: Never Samuelian Tille: President By: ~f\-l:--*@~~~==1--Name: i Samuelian Title: Vice President Address: I 1914 Front Streel Norwalk, CA 90650 [END OF SIONA TURES) .13.
EXHIBIT "A" SCOPE OF SERVICES A. I. The Contractor shall provide the following services: I. Sweep all paved streets, medians, alley, cul-de-sacs, municipal public facilities, and parking lots as shown in Exhibit "D", within the corporate limits of the City of Carson at the times provided in the Schedule of Performance (Exhibit "D"). 2. The route and time of day of sweeping ("sweeping schedule") shall be similar to the current established Route and Time and shall be reviewed with and approved by the Contract Officer prior to City's issuance of a notice to proceed under this Agreement. The sweeping schedule may be modified by the Contract Officer from time lo time upon five (5) working days' advance written notice to the Contractor. City agrees the sweeping schedule shall not be modified by the Contract Officer without prior consultation, in good faith, with Contractor, but City reserves the right to establish or modify the sweeping schedule following consultation with Contractor notwithstanding Contractor's failure 10 consent to same. The sweeping schedule shall give due regard to the peace and convenience of persons residing or working in Carson, and to any fiscal impact upon the parties to this agreement 3. No sweeping shall be performed on City-recognized holidays, or when, in the sole and unfettered determination of the Contract Officer, inclement weather prevents effective street sweeping and areas which are not swept on holidays need not be swept until the next reb'Ularly scheduled sweeping day for such are11s. Contractor shall perform all extra work caused by inclement weather without additional charge lo the City. 4. If for any reason other than inclement weather, such as an equipment breakdown, Contractor fails to adhere to the sweeping schedule, Contractor shall perform the missed sweeping services prior to the next sweeping date or give the City a credit in accordance with the rate specified in the Schedule of Compensation (Exhibit "C") of not less than one (I) curb line miles plus one-half of another curb line mile of work not performed. 5. Contractor's services shall be rendered in accordance with the highest professional industry standards for street sweeping services and shall include but not be limited to sweeping through standing water rather than around it and making as many passes on a given portion of street as is necessary to clean it. -14-0100710001/60183.0I
EXHIBIT "B" (AGREEMENT) SPECIAL REQUIREMENTS B. l. The following Special Requirements shall apply to this Agreement: I. Disposal of Sweeping. It shall be the Contractor's responsibility to dispose of all refuse and debris collected by the Contractor. Such refuse and debris shall not be deposited by the Contractor at temporary storages sites on City, State, and Federal properties within the City limits. Contractor shall be responsible for all landfill fees. Furthermore, copies of alt records of disposal shall be submitted with monthly billings and any recyclables shall be reported for pw-poses of compliance with AB939. Chapter 2. Article I. Section 41000. et. al. 2. Equipment. Contractor shall utilize current model vacuum sweepers. All sweepers in conjunction with this contract will be required to follow AQMD Rule 1186.1 for less polluting sweepers. Contractor shall replace any sweeper and permanently discontinue its use within the City of Carson if, during any consecutive three (3) month period, the sweeper experiences two (2) breakdowns. For purposes of the Agreement, "breakdown" shall be defined as any mechanical malfunction which prevents use of the sweeper for four ( 4) hours. Contractor shall maintain a monthly log of breakdown occurrences, and shall make said log available to City upon submission of monthly billing to the Contract Officer. 3. Maintenance of Equipment. The equipment used by the Contractor in perfonnance of this Agreement shall be properly maintained, both as condition and appearance, and have sweeping capability so as to ensure the highest level of street sweeping services. The Contractor shall have the ability in-house to perform all necessary repairs on such equipment. The Contractor shall have sufficient additional vacuwn sweepers so that if any unit breaks dovm, a replacement unit is immediately available. 4. Signs. Contractor shall affix magnetic door signs approved by the Contract Officer on each Sweeper. The signs shall be visible from both sides of the Sweepers, shall contain the name, address and phone number of the Contractor and shall read "Under Contract with the City of Carson." 5. Complaint Procedure. Contractor shall coordinate with the Contract Officer in developing procedures for the receipt of complaints by citizens concerning sweeping services. Contractor shall respond promptly to all complaints from citizens and from the City. Contractor shall keep a log of all complaints received. This log shall be available to inspection by the City and the Contractor shall make monthly repons to the Contract Officer as to the status of any complaints. -15-01007/0001160183.0I
EXHIBIT "C" (AGREEMENT) SCHEDULE OF COMPENSATION C. I. For the services required herein, the Contractor shall be paid the following: I. The arumal sum of $731.420.00 ("Contract Sum") in twelve (12) monthly installments at the time specified in this Agreement. The Contract Sum shall be adjusted annually, in accordance with section 2.0 Compensation of this Agreement. 2. Any addi1ional streel sweeping services requested by the Contract Oflicer and not otherwise specified in the Agreement shall be perlormed by the Contractor at one of the following rates $95.00 per hour per sweeper, $30.58 per curb mile. The City shall maintain sole discretion in selecting which rate shall apply when additional services are employed. These hourly or curb mile rates shall be adjusted on the anniversary of the Commencement Date in the manner set forth in this Agreement. The hourly rate shall apply whenever special services are requested by the Contract officer. The mileage rate shall apply to any new streets added or deleted from the sweeping schedule. -16-0I007/00<ll/6018).0 I
EXHIBIT "D" SCHEDULE OF PERFORl'vlANCE D. I. The frequency of sweeping shall be at least once per week for all streets, alleys and paved medians in the residential, business and industrial areas of the City and for all public facility parking lots as listed below, but not intended to be complete. CURRENT SITES FACILITY/PARK PARKING LOT City Hall Community Center North Community Center East Mills Park Scott Park West Scott Park East Carson Park West Carson Park East Del Amo Park Stevenson Park West Stevenson Park East Dominguez Park Dolphin Park West Dolphin Park East Carriage Crest Park Anderson Park Calas Park Heminb,way Park West Hemingway Park West Hemingway Park Nonh Veterans Park West Veterans park North MEASUREMENT 388xl77 292x251 48Jx303 164x51 214x60 232x59 209x60 41 lx60 l 12x64 358x59 233x43 281x60 137x64 137x64 255x63 322x61 110x58 218x64 222x60 188x61 663x61 219xl20 Total Approximate Square Footage -17-01007/0001/60183.0I TOTAL SQUARE FOOTAGE 68,676 73,292 145,743 8,364 12,840 15,688 12,540 24,660 7,168 21,122 10,019 16,860 8,768 8,768 16,065 19,642 6,380 13,952 13,320 11,468 40,443 26,280 582,058
I. SUMMARY City of Carson Report to Mayor and City Council May6, 2006 New Business Consent On October 2, 2007, the City Council authorized staff to advertise for bids for street sweeping services (Exhibit No. l). Staff has analyzed the bids and is recommending that the lowest responsible bidder, Nationwide Environmental Services (NES), be awarded a lhree-year contract for Street Sweeping Services with an optional one time three-year renewal. ll. RECOMMENDATION TAKE the following actions: l. AW ARD a contract for Street Sweeping Services to the lowest responsible bidder, Nationwide Environmental Services, effective July 1, 2008 through June 30, 2011, in the amount of $731,420.00 per year, with an optioual one time three-year renewal. 2. AUTHORIZE the Mayor to execute the contract following approval as to form by the City Attorney. m. ALTERNATIVES TAKE any other action that the City Council deems necessary and appropriate at this time. IV. BACKGROUl'IID On November 27, 2007, three bids were received from NES, Clean Street and . the County of Los Angeles Department of Public Works. The City Clerk opened lWO bids. those from NES and Clean Street (Exhibit No. 2). The County of Los Angeles Department of Public Works bid was received via e-mail. The County indicated that it was unable to provide the required services at this time. The street sweeping services bid provisions invited vendors to furnish a comprehensive proposal for sweeping residential, commercial and industrial areas of the city (460 curb miles per week) as well as for weekly sweeping of all city-owned facilities' parking lots. \\
City of Carson Report to Mayor and City Council May 6, 2008 All sweeping routes will remain as presently established by the city, will continue to be swept on the same weekly schedule and will facilitate the present parking enforcement program. The bids were evaluated by Public Works and senior management staff, and it was concluded lhat the bid submitted by NES is the most comprehensive and best meets the city's needs (E,chibit No. 3). NES will provide all necessary labor, equipment and material required for the regular weekly street sweeping program as well as for a composting program for the city of Carson. By selecting NES's composting program, the city of Carson will continue to increase its diversion rate as mandated by the State of california Assembly Bill 939 (AB 939) that requires cities to divert 50% of its waste from landfills. Currently, street sweeping debris is utilized as Alternative Daily Cover (ADC), the last layer of debris placed on the landfill each day. By composting, the city will be credited with diverting approximately 1, 700 to 2,200 tons of debris from local landfills arurually. This will also serve as a soUICe reduction and elimination program for the city's annual report filed with the California Integrated Waste Management Board (CIWMB). Every year, the CIWMB encourages cities to establish source reduction and elimination programs rather lhan relying on mathematically meeting their 50% diversion goals. The CIWMB promotes a "Zero Waste California in partnership with local government, industry, and the public. This means managing the estimated 92 million tons of waste generated each year by reducing waste whenever possible, promoting the management of all materials to their highest and best use, regulating the handling, processing and disposal of solid waste, and protecting public health and safety and the environment." The city of Carson has strong programs to "reduce, reuse, and recycle." Now, with composting, we will be able to more fully embrace the zero waste concept. With this program along with alternative fuel street sweeping vehicles that will be utilized to meet the Air Quality Management District (AQMD) rule 1186.1, and with the reduction of pollutants reaching our local water channels, bays and the ocean, the city will continue to strive for environmental responsibility for the citizens of Carson. All sweeping vehicles will have global positloning systems (GPS) for route management and monitoring and cellular phones for quick communication with the operators. Staff will utilize the vendor's computer system through the internet, which will display information such as route completion and speed. These tools help provide better service for the city and for more effective contract management by city staff. The evaluation of the bids received was based on lowest cost services, completeness of bid package, condition of lhe total fleet and references. The bid --····--2
City of carson Report to Mayor and City Council May 6, 2008 packages revealed !hat Clean Street, the lowest bidder for basic sweeping services, utilizes standard landfill disposal of street sweeping waste. Both bidders requested additional information prior to submitting written bids for the composting element of the services required in lhe bid. After reviewing bids for composting, it was determined !hat NES was the lowest overall cost provider. Both bidders received good references and NES offered a newer fleet, which is important. NES has provided street sweeping services for the city of Carson since 1995, and in that time. city staff has received a minimal number of complaints and bas found the contractor 10 be reliable aod dependable. The City CollDcll needs to be cognizant of the fact that by awarding this contract to NES, they are committing to a J.ygr, weekly streef sweeping program. If it is the City Council's intention, as part of the ongoing budget deliberations, to consider reducing the street sweeping program to a bi-weekly program, then it would be prudent to continue this item to a future date. V. FISCAL.IMPACT Funds for this service will be allocated in the FY 2008/09 Gas Tax Fund. VI. 'fi'.YRTRITS 1. Minutes from City Council meeting on October 2, 2007. (pg.5) 2. City of Carson Bid Register. (pg. 6) 3. Bid Summary. (pg. 7) 4. Street Sweeping Services Contract. (pgs. 8-27) Prepared by: Denny Bacon. Public Works Program Administrator 3
City of Carson Reviewe db )Y: City Clerk Report to Mayor and City Council May6, 2008 City Treasurer Administrative Services ~ ,rl\ Development Services Economic Development Se !vices Public Services ' Action taken by City Council Date ___ _ Action. ________________ _ 4
ITEM NO, (16) AUTBOIUZATION TO ADVl:R.TISE FOR BIDS FOR STREET SWEEPING SERVICES (DEVELOPMENT SERVICES) RECOMMENDATION for the City Onmcil: I. INSTRUCT staff to advertise for strm sweeping services. ACTION: It was moved to Approve New Business Consent Calendar Item Nos. 6, 7, 9, 10, 11, 12, 13, 14, IS, 16, 17, 18, 19, 20, 21, and 22 motion of Williams, s~nded by Davis-Holmes and unanimously cmicd by the followinS vote: Ayes: Noes: Abstain: Absent: Mayor Dear, Council Member Williams, Council Member Gipson, and Couocil Member Davi&-Holmes None Nooe Mayor Pro Tero Santarina EXHIBIT 1
NAME OF PROJECT: BID OPENING DATE: # COMPANY 1. Clea11 Street Clea11in£, =ur E11viro111ne11t 2. Natio11wide E1111ironmental Sen•ices tI1 g tD --I N 10. 11. 12. 13. [,> CITY OF CARSON BID REGISTER Citywide Street Sweepi1ig Services November 281. 2007 TIME: 10:01 pm DATE/TIME TOTAL RECEIVED J 1127107 Ii qe:,7;'/~.< 0 4:51 pm 1 J/28/07 z., :Sz:11 "-I (E7 • .o, :, 9:13am RECEIVED CITY CLER!< 2007 flOV 28 All 10: O I CITY OF CARSON G,ll'o.,..lllld R,g1Jt<t-d1y"lde wttt , .... pi.s.~ O<
STREET SWEEPING (LANDFILL)
CwbMlle
Mo:nthlv
Year I
STREET SWEEPING (COMPOSTING)
CwbMlle
Monllllv
Year
i
-l
t,.J
Clean Street
$ 28.66
$ 57,143.00
$68.5,720.00
CleanSw:ct
$ 31.3$
$ 62,497.,0
$ 749.970.00
L.A.CO Nationwide Environmenlal Dlffereoce CIQQ SI/NES
$ 31.00 s 31.14 s 2.48 cs
$ 61,793.00 $ 62,072.00 $ 4,929.00 cs
$141,520.00 $ 744.863.80 $ 59,148.80 cs
NatlonMC!c Envirollll!llotal
$ 30.58 $ 0.11 NBS
$ 60,9.51.66 $ 1,545.84 NES
$ 731.420.00 s 18.S~O.OO NES
CONTRACT DOCUMENTS CITYWIDE STREET SWEEPING SERVICES To be submitted AFTER A ward of Contract EXHIBIT4
CITYWIDE STREET SWEEPING SERVICES AGREEMENT THIS AGREEMENT is made and entered into by and between Owner, consisting of one or both of the following described public eotities: (X] (-) • The City of Carson, California • The Carson Redevelopment Agency and. __________________ , hereinafter called Contractor. The Owner and the Contractor mutually agree as follows: ARTICLE I. MAINTENANCE SERVICES For and in consideration of the mutual promises set forth herein, Contractor agrees with Owner to perform and complete in good and workmanlike manner all work required by the Contract Documents for Owner's Project, wbich is described as follows: Title CITYWIDE STREET SWEEPING SERVICES Said work shall be performed in accordance with the Plans, Specifications and other Contract Documents, all of which are referenced in Article Ill hereof and incorporated herein as though fully set forth. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefore, except such labor, materials, equipment and services as are provided in the Contract Documents to be furnished by Owner. ARTICLE JI. CONTRACT SUM AND PAYMENT For performing and completing the work in accordance with the Contract Documents, Owner shall pay Contractor, in full compensation therefore, the contract sum set forth in the Bidding Schedule. Said sum shall constitute payment in full for all work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the work as specified in the Contrac:t Documents. Owner shall make payraents to Contractor on account of the contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. ARTICLE III.
CONTRACT DOCUMENTS The CoDtJ:a<.\t Documents, which constitute the entire agreement between the Owxler and the Contractor, are enumerated as follows: Proposal Documents, including the Notice Inviting Bids, Instructions to Bidders, Bidding Schedule, Bidder's Declaration., Designation of Subcontractors, Bidder's Assurance, and Pair Employment Practices documents; this Agreement; Street Sweeping General Requirements; Scope of Services "Exh.t'bit G"; Special Requirements "Exhibit If'; Schedule of Compensation " Exhibit I"; Schedule of Performance " Exhibit r'; Special/Technical Provisions; and all addenda issued prior to and all modifications issued after the execution of this Agreement. These form· the Contract, and all are as fully a part of the Contl'Mt as if attnched to this Agreement or repeated herein. ARTICLE IV. EFFECTIVE DA TE This Agreement shall become effective and commence as of the date set forth below on which the las1 of the parties, whether Owner or Contractor, exooutes said Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement lo be executed and attested by their proper officers thereunto duly authow:ed. Attest: By: ____________ _ lffiLEN S. KAW AGO£, CITY CLERK APPROVED AS TO FORM: By: ____________ _ CITY ATTORNEY Attest: By: ___________ _ Signature By: 2 OWNER By: JIM DEAR, MAYOR Dated: SEAL Dated: CONTRACTOR By: Title Title Dated: ___________ _
CONTRACT MAINTENANCE SERVICES FAITHFUL PERFORMANCE BOND WHEREAS, the Owner, consisting of one or both of the following described public entities: [XI [ J • The City of Carson, California • The Carson Redevelopment Agency has awarded to---------------------' hereinafter designated as the "Principal", a Contract for: MAINTENANCE SERVICES TITLE: CITYWIDE STREET SWEEPING SERVICES WHEREAS, said Principal is required under the terms of said Con11'9Ct IO furnish a bond for the faithful perfannoncc of Hid Contract; NOW, THEREFORE. we•._----------------------8.9 Priocipal,ond, _____________________________ _ as Suttty, are held and firmly bound unto lhe Owner In tbe sum of ______________ _ ______________ Dollars($, _____________ _, this amount being not Jes, than or>e hundr<:d percent (100%,) of the totD! Contract price, lawful money of the United States of America. for payment of which $llm well aod 1ruly to be made we bind ourselves, our heirs. executors. administrators, and succc:sso,s,joinlly and !evcrally, finnly t,y these prtsents. In case suit is brought upo~ lhia bond, the Surety will pay a reasonable anome)l's fee to the •owner" in an =ount to be foted by the courL THE CONDITION OF TiilS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, bis or its heirs, execmors, admio!stn,tors, suoc:essors, or assigns, sh.all io all things sta11d to and abide by, well and truly keep and perfonn aU the un6ertakings, teml9, covenanlS, condilioll$ and ageemeots in the said Contract and any alttnllion th«eof, made as therein provided, all within the time and in the manner tlmein deJignated and in all rtsp«ts acco~ing to their true incenl and meaning, then this obligation shall become null and void; olltcn11isc, it sball be and remain in full foroe .md effi:ct. FURTHER, the said Surety, for value 1£ceived, hereby stipulates and agrees that ne> change, extension of time, alteration or modificalion of the Contract Docwncnts, or of the work to be performed themmder, sh.all in any way a!Teet the obligatioll5 of this bood, and it docs hereby waive notice of any S1Jch change, exltMion of time, alteraiioo or modification of the Conlr.lct Documents or of the work to be pcrfonned !hereunder. 1N WITNESS WHER£0F, lhree (3) identical counterparts oflhis illSlrument, each ofwhicb shaU for all purposes be deemed an original !hereof, have been duly exeCUU>d by lhe Principal and Surety nained herein, on tl,e day of 20__. !he name and corpome seal of e~b corporate party being hereto affixed and these presents duly signed by 113 undersigned representative pursuant co authori1y of its governing body. Principal BY~-----~--~-Surety BY---~-----~---3 At\ C -•
CONTRACT MA.ll'ITENANCE SERVICES PAYMENT BOND WHEREAS, Ille Owner, consisting of one or both ofth<: following de.scribed public cntilies: {X) I l • The City of Car$on, California • The Canon Redevelopment Agency has awarded 10 _____________________ as Contnmor, a contra<:! for the work dt5Cribcd as follows: MAINTENANCE SERVICES I!!!,&: CITYWIDE STREET SWEEPING SERVICES AND WHEREAS, said Conll'ac!Or is required to fumish a bond in cOMcelion willt said eontrac~ lo secure lhe payment of claims of laborers. meclwiica, material men and otlttt persons, as provided by law; NOW, THEREFORE, we, Ille Ulldersigned Contractor and Surety, are held rmnly bound unto lhe Owner in the sum of for which payment well 1111d truly 10 be made we bind outSelves, our heirs, executors and administralors, su=ors a.ad assigns,join1ly and severally, firmly by these presents. TH£ CONDITION OF THIS OBLIGATION IS SUCH THAT, If said Contractor, its heirs, eKeclltors, administra101s, successors, assigos, or subcon1r11ctors 9hall fail to pay any of the persons named m Civil Code Section 3181, or amounts due under lhe Unemployment Insurance Code wilh resp:,;:! to work or labor perfor1J1ed under tho cooll'Dct, or any amounts required IO be deducted. wilhheld, and paid ovcr to the Employment Ocvcle>pment Deponment fiom the wages of employees of the ConlrllC!or aod ii$ subcontractors pursuant 10 Se«ion 13020 oftlle Unemployment lnswan~ Code, widl rt!ptct to suclt work 811d labor, then the Surety or Sureties h-:rein will pay for the same in an amouot not exceeding tile gum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond. tile said Surety will pay a ·reasonable attomey's fee to the plaiotiff{s) and Owner In an amount to be futed by the court This bond shall inure to !he benefit of any of the persons nemed In Civil Code Scctloo 3181 as to give a right of action 10 such petsOllS or their assigns in any 9u!1 brought upao Ibis bond. Said Surt1y, for valuo n:ceived, hereby stipul~tes and agrees that no change, extension of time, alteralion or modificalion oftbe Conlnlct Documents or of tl!e work to be perfonned thereunder shall in any way affect its obligations on this bond, i!lld it does hereby waive notice of such cl,aoge, crurulon of time, alteration or mo<lificadoo of the Contract Documents or of work to be performed 1hereunder. IN wrrnESS WHEREOF, we have hereunto set our hands and seals on this. ___ __,day of __ _ ___ 2008 CONTRACTOR 4
CONTRACT MAINTENANCE SERVICES WORKER'S COMPENSATION INSURANCE CERTIFICATE The Contractor shall execute the following form. as required by the California Labor Code,Sections 1860and 1861: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the perfonnance of the work of the Contract. DATED: _______ _ CONTRACTOR Signature Title ATI'EST: Signature Title s
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION C,ontract/Agreemeol/License/Pennit No. or dcscriptioo: ----------------lndemnitor(s) (lis:t all names): To tile fullest extent pennittod by law, lndemnitor hereby agrees, IU its sole cost and expanse, to defend, protea, indemnify, and hold harmless die City of Carson and the Carson Redevelopment Agency and their respec1ive elected official!., officers, attorneys, agents, employ«s, volU11teen, sue<:essors, and assigns (eolle<:tlvcly wi,,demoltus"} from and eeainst any and all damages, com, expenses, liabilities, claims, demands, causes of a<:tion, prooeedings. expeo!ltS, judgmeota, penalties, liens, and losses of any nature whalSO<!vcr, including fees of accoW1t:ants, attorneys, or otller professionals and all costs ~oeiated therewith (coUectively "Llabllllles"), arising or claimed to arise, directly or indirectly, out ot; in connection with, resulting from, or related lo 1111y BC!, faihue to a«,. error, or omission of !ndemnitor or any of its officers, agents, servants, employees, sub¢onb'&Ctocs., mattrial men, suppliers or their officetS, agents, sol'\lllJlts or employees, arising or clcimed to wise, directly or indirectly, out of. in connection with. resulting ftom. or related to the abovc-referenc~d concract, agreement, license, or permit (the u Agreemenl") or 1he performa.nce or failure to perfonn any tenn, provisioo, covenant, or condition cf the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, coocurrent, or !ubse,quent active or passive negligence by lndemnilees and shall operate to fully indemnify lndelllllitees against any such oegligence. This indemnity provision shall survive !be termination of 1hc Agreemeal and is In addition to any other rights or remedies whicll lndcrnnitecs may have unde,: th~ law. Payment is not required gs a condition precedent to an lndemnilee's right lo Nl(:()Vcr under this indemnity provision, and an entry of judgment against an lndemnitee shall be conclusive in favor of the lndemnilee's right to recover uoder thls indemnity pcovision. lndemnitor shall pay lndemnitees for any anomeys fees and costs incu1Ted in enforcing this indemnification provision. NotwithSW1ding the foregofn& nOlhing in this inslrllrncnt shllll be oonsll'Ued to encompass (a) Jndemniteo' sole negligence or willful misconduct lo th~ limited extent that the underlying Agreement is subject to Civil Code 2782(a), or (b) the contracting public agency's active negligence to tho limited exteJtl that the underlying Agreement is subject to Civil ()ode 2782(b), Tub indemnity is effective without reference to the existence or applicability of any il>surance coverages which may have been required under the Agreement or llnY additional insurd endorsements which may e~t,,nd to Jndemnitees, lodernoltor, on bebelf of itself and all parties claiming ~nder or through ii, hereby waives all rights of subrogation and contribuliOll against lhe lndemnltees, while acting within tile scope of their duties, from all claims, losses and liabilities arising out of or il>cidenl to ectivilii:.s or opetalions perfonned by or oo behalf of the lodemnitor rcgardle.ss of any prior, concwrenl, or subsequent active or pll!lsivc negligence by the 111demnitees. Accountants, anorneys, or other prof=lonals employed by lnderonhor to defend lndcmnitecs shall be selected by or subject to the approval oflndemnitees.. In the eveal th<:re is more than 011e person or entity named in the Agr<emelll as an lndemnilor, then all obligations, liabilities, covenants and conditions under this inSll"Ument shall be joint and several. ~1ndcropitor" Neme_...,..--------------Name.~--------------By:.~~~~~~~~~~~~~~ By. ____ ~~~~~~~~~~-
TOBESIGNEODYTHECONTRACl'OR STREET SWEEPING GENERAL REQUIREMENTS 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the " Scope of Services" attached hereto as Exhibit "G" 1111d incorporated herein by 1his reference, which servfoes may be referred herein as the "services" or "work" hereunder. Contractor covenants and warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industty. 1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's proposal or bid, a copy of which is attached hereto and is inoorporated herein by this reference as though fully set forth herein. In the event of any inconsisteacy between the terms of such proposal and this Agreement, the tenns of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City of Carson and any Federal, Stale or local governmental agency of competent jurisdiction. 1.4 Licenses and Permit. Contractor shall obtain as its sole cost and expense such licenses, permits and approvals as may be required by law for the performances of the services required by this Agn:ement, including a business license from the City of Carson. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that (a) he/she bas thoroughly investigated and considered the work to be performed, (b) he/she bas investigated the site of the work and become fully acquainted with the conditions there existing, (c) he/she bas carefully considered how the work should be performed, and (d) he/she fully underatands the facilities, difficulties and resuictions attending performance of the work under this Agreement. Should the Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, he/she shatl immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as hereinafter defined). 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, the Contractor shall perfom1 services in addition 10 those specified in the 7
Scope of Services (E.xl»1>it "G'') when directed to do so by the Contmct Officer, provided that Contractor shall receive additiooal compensation as provided in Section 2 in the Schedule of Compensation (Exhibit "r'). Any addition in compensation less than five percent (5%) of1he Contract Sum may be approved by 1he Contract officer. Any greater increase must be approved by the City Council. 1.7 SpeciaJ Requirements. Additional terms and conditions of this Agreement are set forth in the "Special Requirements" attached hereto as Exhibit "H" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "H" a.nd any other provisions of this Agreement, the provisions of Exhibit "H" shall govern. 2.0 COMPENSATION 2.1 Total Compensation. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "I" and incorporated herein by this reference, but not exceeding the maximum contract amount of $ per annum (herein "Contract Sum"). The method of compensation is specified in the Schedule of Compensation (Exhibit "1"), and installments thereof shall be paid monthly as provided below. 2.2 Method of Payment. Contractor shall submit to City a request for payment on the form and in the manner specified by the Contract Officer. Payment will be made according to city's regular accounts payable protocol(s) following receipt and acceptance of goods and/or services and acceptance of the same by City. 2.3 Periodic P4)'ments. Following compliance with Section 2.2 above, the closure date for periodic progress payments will be the twenty-fifth day of ea.ch month. Authorization to pay is commonly received on the tenth day of the following month. However, payments will be withheld pending receipt of any outstanding reports required by the Contract Officer. 2.4 Future Adjustments. Effective July 1, 2009, and on each July I thereafter, the compensation paid to the Contractor shall be adjusted annually to rates that are based upon changes in the COllSUIJler Price Index (CPI), All Urban Consumers, for Los Angeles-Anaheim Riverside Area, as published by the United States Department of Labor, Bureau of Labor Statistics. The Contractor shall submit to the City, each April, beginning in April 2009, information in support of an annual adjustment. This information will include changes in the CPI that have occurred during the preceding calendar year. The City Ma.cager or his designee shall review the information submitted by Contractor and approve the rate adjustment if the information submitted is determined to be accurate. As an alternative, the City Manager may refer the proposed adjustment to the City Council for approval, in its reasonable judgment. 2.5 Extraordinary AdjUS1ments. The Contractor or the City may request an adjustIDent to the compensation paid to the Contractor at times other than those specified 8
in Section 2.4, based upon unusual changes in the cost of providing service under this agreement The Contractor may request only one such adjustment during any rate year. Unusual changes may include changes in components of the disposal rate, changes in the disposal site requested by the City, changes in state or local government solid waste fees and charges, and changes in the law. These changes do not include inaccurate estimati:s by the Contractor of its proposed cost of operations. For each request, the Contractor must prepare a schedule docUlllenting the extraordinary costs. The request sh.all be prepared in a form ac:Geptable by the City with support for all assumptions made by the Contractor in preparing the estimate. The City shall review the Contractors request and, in the City's reasonable judgment, make the final determination on the appropriate amount of the adjustment, if any. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performances. All services rendered pursuant to this Agreement shall be performed within the time period established in the "Schedule of Performance" attached hereto as Exhibit "f' and incorporated herein by this reference. Extensions to the time spe,cified in the schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance (Exhibit "J") for performance of the services rendered to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to, acts of God or of the public enemy, acts of the Government, fires, earthquakes, floods, epidemic, quarantine reslricti0ll3, riots, fflikes, freight embargoes, acts of any govemmental agency, and unusually severe weather if the Contractor shall within ten (10) days of the commencement of such delay notify the Contractor Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for perfonning the services for the period of the enforced delay when and if in his judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Tetro. Unless earlier terminated in accordance with Section 7 .6 of this General Requirements, this Agreement shall continue in full force and effect from -------(the "Commencement Date" through , with the option to extend the agreement for an additional three years. This Agreement may be renewed or extended as its conclusion, upon tfflllS and conditions agreed to by the City CoUllcil of City and Contractor. However, there shall be no obligation on the part of either party to extend or renew this Agreement, and either party may elect not to extend or renew this Agreement without SUltement of cause. 9 /\ , \ ~
4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor aie hereby designated as being the principals and representatives of the Contractor authorized to act in its behalf with respect to the woik specified herein and make all decisions in connection therewith. It is expressly understood that the eXperience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. The.refore, the foregoiDg principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changes by Contractor without the express written approval of the City Council of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated in writing by the City Administrator of City. If no Contract Officer is ro designated., the Conlract Officer shall be the City Administrator. It shall 'be the Contractor's respollSibility to assure thnt the Contract Officer is kepi informed of the progress of the perfomiance of the services and the Contractor shall refer any decisions which must be made by the City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assigruneut. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required he1eunder without the express written approval of the City Council. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the City Council. For the purposes hereof, an assignment sh.all include a change in any entity that is the controlling shareholder of Contractor, or the merger or dissolution of Contractor. 4.4 Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Coo.tractor shall have no power to incur any debt, obligation, or liability on 'behalf of City or otherwise act on behalf of City as an agent Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and 10
hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by the Agreement. Contractor shall fully comply with the workers compensation law regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold harmless City from any failure of Contractor to comply with applicable worker's compensation laws. City shall hlfVe the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 5.0 INSURANCE INDEMNJFICATION AND BONDS. 5.1 Insurance. Contractor shall at all times during the term of this Agreement cnrry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California and approved by the City Attorney (l} a policy or policies of broad-form comprehensives general liability insurance with minimum limits of $2,000,000.00 combined single coverage against any injw:y, death, loss or damage as a result of wrongful or negligent acts by Contractor, its officers, employees, agents, and independent contractors in perfonnance under this Agreement; (2) property damage :insurance v.ilh a minimum coverage of$1,000,000.00; (3) automotive liability insurance, with the minimum combined single limits coverage of $1,000,000.00; and (4) worker's compensation insurance with II minimum limit of $1,000,000.00 or the amount requued by law, whichever is greater. City, its officers, employees, attorneys, and volunteers shall be named as additional insured on the policy (ies) as to compensation coverage. (1) All insurance policies shall provide that the insur~ coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy} by the :insurance carrier without the insurance carrier giving City thirty (30} day's prior written notice thereof. Contractor agrees that ii will not cancel, reduce or otherwise modify said insurance coverage. (Z) Contractor agrees tllat if it doe$ not keep the aforesaid :insurance in full force and effect, and such insurance is available al a reasonable cost, City may talce out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Contractor and the cost of such insurance may be deducted, at the option of City, from payments due Contractor. (3) At all times during the term of this Agreement, Contractor shall maintain on file with the City Clerk endorsement of the insurance carrier or carrier on City's standard endorsement forms showing that the aforesaid policies are in effe(:t as provided above. Copies of City's standard endorsement forms are attached hereto as Exhibits A, B, C, D and E. Contractor shall file such endorsements with the City Clerk prior to execution of this Agreement II
5.2 Indemnification. Contractor agrees to indemnify, hold harmless and defend City, its officials, officers, and employees, from any and all liability or financial loss, including legal expenses and costs of expert witnesses and consultants, resulting from any suits, claims, losses or actions brought by any person or persons, by reason of injury and arising directly or indirectly from the activities and operations of Contractor, including its officers, agents employees, subcontractors or any person employed by Contractor, in the perfonnance of this Agreement, by executing City's standard Indemnification lllld Hold Ha.nnless Agreement and Waiver of Subrogation and Contribution attached hereto as (Page 41). Contractor agrees that Contractor's covenant under this se<:tioo shall swvive the tennination of this Agreement 6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concemjng the performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts ftom such m:ords. 6.3 Ownership of Documents. All reports, records, documents and other materials prepared by Contractor in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further compensation as a result of the exercise by City of its full right of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. It shall have an unrestricted right to use the concepts embodied therein. 6,4 Release of Documents. The specifications, reports, fe(:Ords, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENTS OF AGREEMENT 7.1 California law. This Agreement shall be consttucted and interpreted both as to validity and to performance of the partied in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los 12
Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. Ill the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. TIie injured party shall continue performing its obligations hereunder so long as the injuring party cures any default within ten (10) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if Che default is an immediate a.ctions under Section 7.5. Notwithstanding the foregoing, however, City shall be excused from payment if Contractor has for any period failed to perform its work in a satisfactory manner. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be constJUcted as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of auy subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provisions of this Agreement. 7.4 Rights and Remedies are Cumulative. Ex.cept with respect to rights and remedies expressly declared to be ex.elusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default by other party. 7.S Legal Action. In addition to any other rights or remedies, either party may take legal actiollS, in Jaw or in equity, to cure, correct or remedy any default, to recover damages for my default, to complete specified performance of this Agreement, to obtain injuuctive relief, or to obtain any other remedy consistent wi1h the purposes of this Agreement. 7.6 Termination Prior to Expiration of Term. Notwithstanding the provisionll of Section 7.2 hereof to the contraly, City reserves the right to terminate this Agreement at any time, with or without cause, and for the sole convenience of City upon thirty (30) days' advance written notice to Contractor, except that where termination is due to the fault of the Contractor and constitutes an immediate danger to the health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination. Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contact Officer. Contractor shall be entitled to compensation for all services satisfactorily rendered prior to receipt of the notice of termination and for any services authorized by the Contractor 13
Officer thereafter in acoordmce with the schedule of Compensation (Exhibit "I"). For pwposes of this Agreement, cause shall be defined as the failure to abide by all terms and conditions of this agreement, the failw-e of Contractor to perform its obligations hereunder in a timely and satisfactory manner, or if Contractor ceases petforming its work for ten (10) days during any thirty (30) day period. 8.0 CITY OFFICERS AND EMPLOYEES; NON DISCRIMlNATION 8.1 Non-liability of City Officer and Employees. No city council member, officer, agent, or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by ilie City or for any amount which may become due to the Contractor or to its successor, or for any obligation of the tenns of this Agreement. 8.2 Conflict of Interest. No officer or employee of 1he City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects bis personal interest or in the interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State stature or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, martial status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, martial status, national origin, ancestry, age, physical or mental hamlicap, medical condition, or sexual orientation. 9.0 MISCELLANEOUS PROVISIONS. 9.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is req_uired to give to the other party or any other person shall be in writing and either served personally or sent by certified, pre-paid, first-class mail, return receipt requested, to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated in forty-eight ( 48) hours from the time of mailing if mailed as provided in this section. 14
To City: City Administrator CITY OF CARSON 70 I E. Carson Street Carson. CA 90745 Attention: M. Victor Rollinger, P .E. Development Services General Man.ager/ City Engineer To Contractor: 9.2 Int.egrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 9.3 AmendmenL This Agreement may be amended at any time by mutual consent of the parties by an iDStrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or Sections of this Agreement which shall be interpreted to carry out the intent of the parties hereunder. IS ~\
EXHIBIT"G" (AGREEMENT) SCOPE OF SERVICES The Conttactor shall provide the following services: !. Sweep all paved streets, medians, alley, cul-de-sacs, municipal public facilities, and parking lots as shown in Exhibit "J", within the corporate limits of the City of Carson at the times provided in the Schedule of Performance (Exhibit "J"). 2. The route and time of day of sweeping ("sweeping schedule") sball be similar to the current established Route and Tune and shall he reviewed with and approved by the Contract -Officer prior to City's issuance of a notice to proceed under this AgreemenL The sweeping schedule may be modified by the Contract Officer from time to time upon five (5} working days' advance written notice to the Contractor. City agrees the sweeping schedule shall not be modified by the Contract Officer without prior consultation, in good faith, with Contractor, but City reserves the right to establish or modify the sweeping schedule following oonsultation with Contractor notwithstanding Contractor's failure to consent to same. The sweeping schedule shall give due regard to Che peace and convenience of persons residing or working in Carson, and to any fiscal impact upon the parties to this agreement 3. No sweeping shall be performed on City-recognized holidays, or when. in the sole and unfettered determination of the Contract Officer, inclement weather prevents effective street sweeping and areas which are not swept on holidays need not be swept until the next regularly scheduled sweeping day for such areas. Contractor shall perfonn all extra work caused by inclement weather without additional charge to the City. 4. If for any reason other than inclement weather, such as an equipment breakdown, Contractor fails to adhere to the sweeping schedule, Contractor shall perform the missed sweeping services prior to the next sweeping date or give the City a credit in accordance with the rate specified in the Schedule of Compensation (Exhibit "I") of not less than one (I) cwi> line miles plus one-half of another curb line mile of work not performed. 5. Contractor's services shall be rendered in .accordance with the highest professional industty standards for street sweeping services and sball include but not Ile limited to sweeping 1hrough standing water ralber than around it and making as many passes on a given portion of street as is necessary to clean it. 16
EXHIBIT "H" (AGREEMENT) SPECIAL REQUIREMENTS The following Special Requirements shall apply to this Agreement: 1. Disposal of Sweeping. It shall be the Contractor's responsibility to dispose of all refuse and debris collected by the Contractor. Such refuse and debris shall not be deposited by the Contractor at temporary storages sites on City, State, and Federal properties within the City limits. Contractor shall be responsible for all landfill fees. Furthermore, copies of all records of disposal shall be submitted with mon1hly billings and any recyclables shall be reported for ptttposes of compliance with AB939. Chapter 2, Article I, Section 41000, et. al. 2. Equipment. Contractor shall utilize curre.nt model vacuum sweepers. All sweepers in conjunction with this contract will be required to follow AQMD Rule 1186. l for less polluting sweepers. Contractor shall replace any sweeper and permanently discontinue its use within the City of Carson if, during any consecutive three (3) month period, the sweeper experiences two (2) breakdowns. For purposes of the Agreement, "breakdown" shall be defined as any mechanical malfunction which prevents use of the sweeper for four (4) hours. Conttactor shall maintain a monthly log of breakdown occurrences, and shall make said log available to City upon submis3ion of monthly billing to the Contract Officer. 3. Majntenance of Equipment. The equipment used by the Contractor in performance of this Agreement shall be properly maintained., both as condition and appearance, and have sweeping capability so as to ensure the highest level of street sweeping services. Toe Contractor shall have the ability in-house to perform all necessll.l)' repairs on such equipment. The Contractor shall have sufficient additional vacuum sweepers so that if any unit breaks down, a replacement unit is immediately available. 4. Signs. Contractor shall affix magnetic door signs approved by the Contract Officer on each Sweeper. Toe signs shall be visible from both sides of the Sweepers, shall contain the name, address and phone number of the Contractor and shall read "Under Contract wi1h the City of Carson." 5. Complaint Procedure. Contractor shall COJporate with the Conti:act Officer in developing procedures for the receipt of complaints by citizens concerning sweeping services. Contractor shall respond promptly to all complaints from citizens and from the City. Contractor shall keep a log of all complaints received. This log shall be available to inspection by the City and the Contractor shall make monthly reports to the Contract Officer as to the status of any complaints. 17
EXHXIBIT "I" (AGREEMENT) SCHEDULE OF COMPENSATION For the services required herein, the Contractor shall be paid the following: 1. The annual sum of$ ("Contract Sum") in twelve (12) monthly installments at the time specified in this Agreement The Conttact Sum shall be adjusted annually, in acoordance with section 2.0 Compensation of this agl'eement 2. Any additional street sweeping services requested by the Contract Officer and not otherwise specified in the Agreement shall be performed by the Contractor at one of the following rates $ per hour per sweeper, $ per curb mile. The City shall maintain sole discretion i.o selecting which rate shall apply when additional services are employed. These hourly or curb mile rates shall be adjusted on the anniversary of the Commencement Date in the manner set forth in this Agreement. The hourly rate shnll apply whenever special services are requested by the Contract officer. The mileage rate shall apply to any new streets added or deleted from the sweeping schedule. EXHIBIT" J" (AGREEMENl) 18
SCHEDULE OF PERFORMANCE The frequency of sweeping shall be at least once per week for all streets, alleys and paved medians in the residential, business and industrial areas of the City and for all public facility parking lots as listed below, but not intended to be complete. CURRENT SITES FACILITY/PARK PARKING LOT City Hall Community Center North Community Center East Mills Park Scott Park West Scott Park East Carson Park West CB?Son Park East Del Amo Park Stevenson Park West Stevenson Park East Oominguez Park Dolphin Park West Dolphin Park East Carriage Crest Park Anderson Park CalasPark Hemingway Park West Hemingway Park West . Hemingway Park North Veterans Park West Veterans park North "MEASUREMENT 388x177 292x2Sl 481x.303 164x51 214x60 232xS9 209x60 41 lx.60 112x64 358x59 233x43 281x60 137x64 137x64 255x63 322x6I 110x58 218x64 222x60 188x61 663x61 219xl20 Total Approximate Square Footage 19 TOTAL SQUARE FOOTAGE 68,676 73,292 145,743 8,364 12,840 15,688 12,540 24,660 7,168 21,122 10,019 16,860 8,768 8,768 16,065 19,642 6,380 13,952 13,320 11,468 40,443 26,280 S82.0S8