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Resolution No. 8730 . Jo ,,I 1 2 3 4 5 RESOLUTION NO. 8730 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTlbN OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND COMMON AREA MAINTENANCE SERVICES, INC. FOR WEED ABATEMENT AND TRASH REMOVAL 6 WHEREAS, the City of Vernon needs the services of a 7 contractor to perform general weed abatement and trash removal 8 services within the boundaries of the City in two phases, the first 9 phase of which consists of a one-time comprehensive cleanup of all 10 City streets, parkways, median islands and designated parking 11 facilities and the second phase of which consists of ongoing general 12 weed and trash control maintenance; and 13 WHEREAS, on October 6, 2004, the City Council of the City of 14 Vernon adopted Resolution No. 8547 approving a Request for Proposal 15 for Weed Abatement and General Trash Control ("RFP"); and 16 WHEREAS, the RFP was sent and responses were received from 17 West Coast Arborists and Common Area Maintenance Services, Inc., all 18 of which were reviewed and evaluated by the Community Services & Water 19 Department; and 20 WHEREAS, the Community Services & Water Department deemed 21 Common Area Maintenance Services, Inc. ("Common Area") to be the 22 lowest responsible qualified vendor submitting a proposal; and 23 WHEREAS, by letter dated April 20, 2005, Bruce V. 24 Malkenhorst, City Administrator/City Clerk, recommended that an 25 agreement with Common Area be approved and executed for the weed 26 abatement and trash removal services. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 28 CITY OF VERNON AS FOLLOWS: ~J \ t' 1 SECTION 1: The City Council of the City of Vernon hereby 2 finds and determines that the recitals contained hereinabove are true 3 and correct. 4 SECTION 2: The City Council of the City of Vernon hereby 5 accepts the proposal of Common Area and approves the Services 6 Agreement, a copy of which is attached hereto as Exhibit A and 7 incorporated by reference. 8 SECTION 3: The City Council of the City of Vernon hereby 9 authorizes the Mayor to execute said Agreement for, and on behalf of, 10 the City of Vernon and the City Clerk is hereby authorized to attest 11 thereto. ' 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Common Area Maintenance Services, Inc. Attn. Christopher J. Flores, Account Executive 5664 Selmaraine Drive Culver City, CA 90230 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this Resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 27th day of April, 2005. I~.,) / ',EONIS C. MALB G, May r' '---- ATTEST: ~ t//~ BRUCE V. MALKENHORST, City Clerk - 2 - ..~ t. rll 1 STATE OF CALIFORNIA ) ) ss 2 COUNTY OF LOS ANGELES ) 3 4 5 6 7 8 9 10 11 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8730, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Wednesday, April 27, 2005, and thereafter was duly signed by the Mayor of the City of Vernon. ^--/~ BRUCE V. MALKENHORST, City Clerk 12 (SEAL) 13 14 15 16 ' 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - . . 1 . EXHIBIT A 11 -J 1( tl SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 2ih day of April, 2005, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND COMMON AREA MAINTENANCE SERVICES, INC., an independent contractor, hereinafter referred to as the "Contractor" 5664 Selmaraine Drive Culver City, California 90230 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to perform a one-time general cleanup, weed abatement, and trash removal service within the boundaries of the City of Vernon ("Phase I"); and WHEREAS, the City has determined to retain the services of an independent contractor to perform regular weed, trash, and dirt control services within the boundaries of the City of Vernon ("Phase II"); and WHEREAS, Contractor has prepared a proposal dated November 3, 2004, for the Services relating to Phases I and II, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and Page 1 of 19 .-1 ..' WHEREAS, Phase I and Phase II have been bid, and Contractor's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to provide the Phase I and Phase II services on a contract basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on May 1, 2005, and will continue in effect for a period of one (1) year or until terminated as provided in this Agreement. City shall have the option to extend this Agreement in one (1) year increments. SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Services Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire Agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Common Area Maintenance Services, Inc. and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents~' shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. Page 2 of 19 .J . . , E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01 and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the work, except information falling into any of the following categories: 1. Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's, or . any entity within Contractor's control, breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possessiori without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others, Page 3 of 19 . _I . . . I. "Subcontractor" shall mean any first or lower-tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in ,the manner required by this Agreement. J. 'Work" or "Services" shall mean the services performed by Contractor as more specifically delineated in Section 3 below. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services: Phase I 3.01. Contractor agrees to perform a one-time general cleanup, weed abatement and trash removal service ("Phase I") within the boundaries of the City of Vernon ("City"). Contractor shall provide all material, equipment and labor costs required to complete the cleanup service. Phase 1 will consist of at least a 4-man crew, eight (8) hours per day for fourteen (14) working days and shall include: A. Removal of all weeds along City sidewalks, median islands, tree wells and parking lots; B, General trash cleanup of all City streets and sidewalks; C. Spraying a pre-emergent, approved by the City, at all dense weed areas for current and future weed control; and D. I nstallation of three (3) to four (4) inches of mulch for all tree wells, vacant lots and special areas where applicable and/or directed by the City (approximately 325 yards of mulch). Specific Services: Phase II 3.02. At the completion of the one-time general cleanup described above, the Contractor shall provide a weed, trash and dirt control program ("Phase II"). It shall be the responsibility of the Contractor to assess the general condition of the City in terms of weeds, trash and dirt and to ensure that the City is kept free of weeds, leaves, dirt, trash and other debris on a consistent basis. The Contractor's Services are more specifically described in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference, but shall include: A. The implementation of a 'Weed Control" program that results in the Premises being presented in a clean and manicured way, where weeds are not appreciably noticeable in the sidewalk, median islands and empty lots. "Weed Control" is defined as keeping the growth of weeds down so Page 4 of 19 .....:' It.... that no more than the juvenile growth of less than one (1) week should be visible at any point in time. B, The implementation of a "Trash Control" program that shall include the removal of all debris from the Premises as well as the pick-up of leaves fallen from all trees on the site, The Contractor shall remove the unwanted litter, natural and manmade, that accumulates on the Premises, including debris generated from 'Weed Control." The "Trash Control" program shall include the changing of twenty-two (22) trash cans at bus stop locations, including liners and the clean up of all debris at approximately eighty-nine (89) bus stop locations throughout the City. The clean-up frequency shall be during contractor's every visit to the City, which shall be at least three (3) days per week. C. The implementation of a "Dirt Control" program that will remove all dirt that has accumulated or been trapped in corners, sidewalks and other areas of the City. 3.03. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 3,04. City may at any time, by written change order executed by the City Administrator, make changes only to extend the work duration and total compensation of Contractor's Work. Changes in the scope of work, or duties and obligations, shall be c;luthorized only by the City. 3.05. City may make changes by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 3.06. Contractor's Services shall commence upon the execution of this Agreement by both parties and Phase I shall end when Contractor has completed the Work described in Section 3.01 of this Agreement, unless this Agreement is otherwise terminated according to Section 6 of this Agreement. Completion of the Phase I Services to be performed by Contractor is expected to be no later than fourteen (14) working days after execution of this Agreement by both parties, Phase II shall commence immediately upon completion of Phase I and shall continue for a period of one (1) year unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended upon written agreement of both parties to this Agreement. Page 5 of 19 . ., ,... Method of Performing Services 3.07. Contractor will determine the method, details, and means of performing the above-described Services. Status of Contractor 3.08. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractoL Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accol11plished, it being understood that City is interested only in the results to be obtained by Contractor. 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties, Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor, Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3,12. Since Contractor is not an employee of City, Contractor is not eligible for"and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. Page 6 of 19 , 1 SECTION 4. COMPENSATION 4.01. In consideration for the Phase lone-time cleanup Services to be performed by Contractor, described in Paragraph 3,01, City agrees to pay Contractor the amountof Twenty One Thousand Eight Hundred Sixty Two and no/100 Dollars ($21,862.00) ("Contract Price for Phase I"). 4.02. In consideration for the Phase II monthly weed, trash and dirt control Services to be performed by Contractor, described in Paragraph 3.02, City agrees to pay Contractor the amount of Three Thousand Three Hundred Sixty Five and no/100 Dollars ($3,365.00) per month for each month this Agreement is in effect and Contractor provides the weed, trash and dirt control Services ("Contract Price for Phase II"). Entire Compensation 4.03. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to esca~ation for any reason, except as expressly provided for in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract price shall only be adjusted by formal, written Change Order or amendment to this Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer Price Index (all Urban Consumers) for the Los Angeles-Riverside- Orange County area for the twelve (12) month period prior to the beginning of each extension. Payment of Compensation 4.04. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of Phase I and within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. 4.05, For Services rendered under Paragraph 3.02 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (15th) of each month, for the prior calendar month's completed Work. The payment shall not exceed the sum set forth in Paragraph 4.02 of this Agreement. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. Page 7 of 19 . .. 4.06. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.07. City shall not be liable to Contractor for any expenses paid or incurred by Contractor, Expenses may only be billed if advance written approval has been obtained from the City Administrator, Compensation for Changes 4,08. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established by a written change order signed by City as described in Sections 3,04 and 3.05 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases" as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the, Contractor. 5.02. Contractor is responsible for damage resulting from performing repair and clean up of the effected area. ' 5.03, Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City, Tools, Materials, and Equipment 5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the Services under this Agreement. Liability Insurance 5.05. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth Page 8 of 19 ~l ... below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5,06. The insurance coverage as listed herein shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured, 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and that the City is endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over the Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1 ,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $1 ,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-owned or hired vehicles with a minimum combined single limit of $2,000,000 per occurrence for bodily injury and property damage. D. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance, Page 9 of 19 ! : 5.09. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 5.10. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above, Representations 5.11. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations ,in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 5.12. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.13. Contractor represents that it has the qualifications and skills necessary to perform the Work under this Agreement in a competent, professional manner, Page 10 of 19 without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed, 5.14. Contractor declares and states that it has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 5.15. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees. 5.16. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. . Work Injury 5.17. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.18, During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs Page 11 of 19 . . which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's employees working full or part time on the Work; (b) invoices for purchases, receiving and issuing documents, and all the other unit-inventory records forthe Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for -material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.19. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.20. Contractor agrees that all services provided will be conducted by the principal .and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 5.21. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend, Contractor shall not settle or compromise any claim or Page 12 of 19 : consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.22. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.23. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. Compliance with Authority 5.24. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair Labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.25. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.26, Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement. Page 13 of 19 Progress eports 5.27. Contractor shall meet with City staff, up n City's request, or as needed, in order to provide reports or information concer ing the Services being performed by Contractor under this Agreement. SECTION 6. TERMINA TI N OF AGREEMENT 6.01. Unless otherwise terminated as provide in this Section, this Agreement will continue in effect for a period of one (1) year after the effective date of this Agreement, unless otherwise extended according to the terms and conditions set forth in this Agreement. 6,02. City, at its sole discretion, may terminat this Agreement upon thirty (30) days written Notice to Contractor and such te mination shall be effective in the manner specified in such Notice and shall bewi hout prejudice to any claim that either party may have against the other. Duri g the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6,03, In the event of any such termination, in ull and complete settlement for the termination ofthe Work, City shall pay ontractor for those Services performed prior to the date of delivery of the termin tion notice, plus compensation for (i) necessary Work performed during the n tice period and authorized in the termination notice, and (ii) all costs reas nably and necessarily incurred by Contractor directly attributable to termin tion which could not reasonably have been avoided and for which Contractor i not otherwise compensated that are incurred through the date of termination and effectuating the termination ("T ermination Expenses"). Termination xpenses shall not include lost profits, lost opportunities, consequential damag s, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurren e of Stated Events 6.04. This Agreement will terminate automati ally on the occurrence of any of the following events: A. Bankruptcy or insolvency of eithe party; or B, Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Page 14 f 19 Termination ~ r Default 6.05, If Contractor defaults in the performahc of this Agreement or materially breaches any of its provisions, City ma terminate this Agreement by giving written notification to Contractor. Termi ation will take effect immediately on receipt of notice by the breaching party r three (3) days after mailing of notice, whichever occurs first. For the purpose of this paragraph, material breach of this Agreement includes, but is not limit d to, the following: A. Contractor's failure to complete t e Work specified in Paragraph 3.01 and 3.02 of this Agreement; or B. Contractor's material breach of a y representation or provision contained in Section Five (5) of this Agree ent. 6.06, The waiver by either party of a breach 0 default by the other party shall not be deemed a waiver of any different or late breach; nor shall any delay or omission by either party to exercise any right it m y have hereunder operate as a waiver of such a right. The failure of either party t this Agreement to exercise any of its rights under this Agreement does not c nstitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this A reement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any her damages because of such termination or reduction. Page 150 19 SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing, Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Contractor: City: Common Area Maintenance Services, Inc. Attn: Christopher J. Flores, Account Executive 5664 Selmaraine Drive Culver City, CA 90230 ~J~ ~ Fax: 310-390-8059 Telephone: 800-576-3050 City of Vernon Attn: Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services, Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are ' not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. Page 16 of 19 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04, If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to. arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes, Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedypr determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a Page 17 of 19 decision( s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues, The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06, In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators and/or court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 18 of 19 ' , - . . IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , California, on City: City of Vernon Name: Leonis C. Malburg, Mayor Date: ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney Contractor: Date: 1<:) fnW'Mwf 1-<(-05 ~ - - ------'"-- -;:a ~~~ Nama: c.... \-n.":::> ~ Title: 0..<: < e>-",~ ~"--.,~>>- Date: '-\ - '-\:. - c:::::. ~ Page 19 of 19 ,2005, )( ~ -s-\~ %""'" ~'-- CE..C) ~ <is--c f) EXHIBIT A .,f " c,:.-..... ( , (.-. SERVICES A property ma1Ulgers favorite too/. BID PROPOSAL City of Vernon for Weed Abatement and Trash Control Program .,' . r r, SERVICES A propmy manag"s favorite tool'" November 3, 2004 Mr. Scott Rigg City of Vernon Department of Community Services and Water 4305 Santa Fe Avenue Vernon, CA 90058 Re: Request for Proposal for Weed Abatement and General Trash Control Dear Mr, Rigg; Thank you for sending us a request for proposal invitation. We look forward to the competitive process and hope to be the successful bidder. We provide services in keeping with the intent of the specifications. This would include weed control, trash and debris cleanup, the application of pre-emergents and the installation of mulch. We also intend to include a weekly weed and trash control maintenance program. Our approach is to provide professional finish results that the City can be proud of. Our highly trained crews are extremely efficient in this type of work previously performed for the City of Los Angeles Community Redevelopment Program for the City of Monterey Park Weed Abatement Program and clearing a lot at the Kal Kan Facility for a new park that has been installed. Chris Flores will manage this project throughout its entirety and during the weekly maintenance program We have thoroughly reviewed all the specifications and the site conditions. Our price reflects all the necessary labor, equipment and materials to perform this work and has been listed for you in the "proposal" sections of this RFP, Also, a copy of our Certificate of Liability is included with this package. If CAM Services Inc. is awarded this Contract, a copy of the certificates including and Additional Insured as requested will be submitted at the time of Contract signing. Common Area Maintenance 5664 Selmaraine Drive Culver City, CA 90230 800 576-305.0 Fax 310 390-8059 Landscaping · Parking Lot Sweeping · Steam Cleaning · Janitorial · Day Porter · ConstrUctionfTI (~ r We look forward to being the successful contractor in the proposal selection process. If you have any questions regarding this Proposal, please feel free to contact me at your earliest convenience Sincerely, CAM Services me. C'~~-~ Christopher J. Flores Account Executive - Landscape Division f"- \ t, SERVICES A property managers favorite tQoL ... CORPORATE CAPABILITY Common Area Maintenance Services, Inc. dba CAM Services began operations in 1987 and incorporated in California in 1989. Its place of business is 5664 Selmaraine Dr., Culver City, California, 90230. CAM Services provides the following maintenance services to commercial, private, federal, state, county and municipal entities throughout Southern California: Janitorial Landscaping Lot Sweeping Day Porter Steam Cleaning General Construction David A. Herrera is the President; Chris Flores is the Account Executive to City of Vernon; CAM Services' Federal Tax 10#: 95-4223104. Corporate Charter Number 1461936. CAM Services employs a customer-centric approach to its operations ensuring customer satisfaction is consistently achieved. The key underlying elements of this approach are: 1) Recruitment and training of top field and management personnel; 2) Keen understanding of industry trends, technologies, the marketplace and our clientele; and, 3) A flat organizational structure allowing for open lines of communication at all levels with an emphasis on frequent communication with clientele. CAM Services operates on a 24/7, 365-day year basis. It employs the latest communication technologies to ensure that all phases of contract work are carried out safely, efficiently and effectively. Common Area Maintenance 5664 Selmaraine Drive Culver City, CA 90230 806576-3050 Fax 310 390-8059 Landscaping · Parking Loe Sweeping · Seeam Cleaning · Janitorial · Day Porter · Construccionm . . ~ -, ( ,- WORK 5T ATEMENT AND QUALITY CONTROL PLAN CAM Services has designed a Quality Control Plan to ensure the best service possible for our customers and their properties. This plan will be employed to the fullest extent possible to ensure that our methods and techniques are in direct correlation with the requirements of City of Vernon. CAM Services is dedicated to City of Vernon's objective of obtaining a professional work product on a consistent, effective and cost-efficient basis. Properties are serviced by our expert and professionally trained maintenance crews on a regular basis according to the contractual scope of work, and are inspected by our experienced Area Supervisors, Division Managers and Account Executives on a regular basis, no less than weekly, to ensure total customer satisfaction. Site inspection reports are submitted weekly by our service crews to their Area Supervisor, who in turn will address any problems or issues as these arise. Day- to-day maintenance issues are usually dealt with efficiently and effectively at this level; however, if the need arises, the responsible Division Manager and/or Account Executive may be briefed and their client counterpart will be consulted accordingly. Job walks, with our client counterparts, are encouraged and recommended no less than monthly. At all times, it is the goal of CAM Services' landscape operations division to maintain a high and open level of communication with its clients, This commitment to communication is' evidenced by the high volume of correspondence between CAM Services, in addition to the use of advanced communication equipment such as cellular phones, alpha-numeric pagers, field radios and our 800 telephone number which allows CAM Services to offer 24- hour response to our clients, seven days per week, CAM Services ensures a high maintenance standard for our clients' properties through use of a Quality Control/Site Visit Checklist and a Quality Control Plan (attached). AccountinQ and BillinQ Invoices for contracted monthly services are generated and mailed on or about the 20th of the month of service and are due upon receipt. Late invoices will be subject to late charges in the maximum amount that is allowed by law. Each client location will be coded according to CAM Services' internal coding system, e.g., VERNON01, unless client provides or request that an alternate system be uSeG. . -, I, ;:"*' T Invoices for extra work will be submitted separately from the monthly service invoice and will be detailed in their explanation of work completed. Each extra work invoice will list a CAM Services work order number and supporting client information, such as a purchase order (PO) or similar convention, used for extra work requisitions. Human Resources StrateQY CAM Services recognizes the value and importance of its most important asset - its workforce. Therefore, CAM Services' human resource strategy is to provide a framework for the procurement and continued employment of the very best talent to ensure the mutual prosperity of both the company and its employees. Recruitment Many of our valued employees are or have been referred to us by word of mouth, in-house referrals by employees within our organization, newspaper ads, state employment agencies, religious affiliations and colleges. Application and pre- employment screening consent forms are filled-out and kept on file. DMV records and background checks are performed as required. Our Human Resources department performs past employment and document verification, and checks for required certificates and employment eligibility. It also updates and re-verifies. CAM Services is an equal opportunity employer and does not discriminate based on sex, race, color, ancestry, religious beliefs, creed or national origin. Training Post-job interview and follow-up, upon acceptance of employment, a meeting with the assigned supervisor takes place, The new employee is normed to the company culture, as well as all rules, regulations and procedures. A major part of this training is contained within the CAM Services handbook, which serves as the foundation of the employee-employer relationship. Orientation, job analysis and training begin soon after. During training, emphasis is stressed on safety and injury prevention. After placement, on the job training, scope of work and work plan are reviewed to maximize man-hour productivity and job skill knowledge, This is a continuing process, which is emphasized early on during the first ninety days of employment, then updated and reviewed no less than monthly. . .. . '. (, y......., ~. Emplovee Retention Employee retention is a key objective of CAM Services. To encourage employee health and happiness, a comprehensive compensation package is offered, which includes: Better than or equal to industry pay scale and employee benefits, such as a health plan, paid vacation and paid sick days. Our "open door policy" is appreciated by employees and management alike. Retention saves time and money for both our clients and our company. Job Performance Evaluation . The Employee Performance Appraisal form is used to objectify and evaluate employee performance. It is performed no less than annually and is reviewed and discussed by the employee and his supervisor. Results are tied to increased job requirements, promotions and compensation increases. Informal performance reviews are conducted quarterly to provide valuable feedback to the employee which is used to alter his performance and reach his objectives for the annual review. CAM Services conducts an exit interview upon termination of employment. Safety CAM Services has written an Injury and Illness Prevention Plan (IIPP Star Bill 198) which complies with Cal-OSHA requirements and for worker safety training and instruction for hazardous materials handling. Both IIPP and MSDS books will be kept on site in the janitorial room(s). Our employees meet monthly for safety and equipment handling instruction, which is a cost effective method and instrumental in accident prevention. In addition, our new employees are given Code of Safe Practices and Safety Training as part of their on the job training. ~ . . . . (~ r SERVICES A property managn-s favonu tool'" Proposal November 3, 2004 Mr. Scott B. Rigg City of Vernon Department of Community Services and Water 4305 Santa Fe Avenue Vernon, CA 90058 Re: Initial Cleanup Phase 1- Weed Abatement and Trash Removal Project Pursuant to your request, CAM Services, hereby submits the following Proposal for your review and consideration. The figures derive from a jobsite visit with Mr. Bob Kipness and Mr. Scott Rigg with the City of V ernon. If supplemental information or clarification is needed, please contact me at your earliest convenience. Description This Proposal provides for all labor, material and equipment to provide the following Weed Abatement and Trash Cleanup as a one-time cleanup of all the city streets, sidewalks, median islands, tree wells and designated lots as discussed located within the boundaries of Vernon. · The following init~al one time cleanup will consist of a 4-man crew, 8 hours per day for 14 working days · Weed Abatement will include removal of all weeds along City sidewalks, median islands, tree wells and parking lots · General trash cleanup shall include and encompass City streets and sidewalks · Spraying of a City approved Pre-Emergent at the heavily/dense areas for current and future weed control · Installation of three (3) to four (4) inches ofmu1ch for all tree wells, designated vacant lots as discussed and special areas directed by the City. Approximately 325 yards of mulch will be required to fulfill all the above mentioned areas Weed Abatement & Trash Removal (excluding mulch): Installation of Mulch including material and labor: $14,900.00 $6,962.00 Initial Clean-up Total- Phase 1: $21,862.00 Common Area Maintenance 5664 Selmaraine Drive Culver City, CA 90230 800 576-3050 Fax 310 390-8059 Landscaping · Parking Lot Sweeping · Steam Cleaning · Janitorial · Day Porcer · ConscructionlTl . .. r-- .- ( , ~, Cost Breakdown for Phase 1 - Initial Clean-up · Price per day on a four-man crew for 8 hours per day (includes all required small- equipment for weed abatement, excluding dump fees.) $800.00 · Approximate cost for all dump fees for weeds and trash $2,500.00 · Rentals (truck and tractor) $1,200.00 · Mulch materials based on 325 yards needed (price per yard) $16.50 · Labor to install 325 yards of mulch (2 men, 8 hours per day at 3 total working days) $1,600.00 Terms: Net/30 upon receipt of invoice from CAM Services Inc and/or purchase order from the CityofVemon Exclusion: Any unforeseen obstacle. Mulch shall not exceed 325 yards. If additional mulch is required, the City of V emon will be issued a Change Order Contract by CAM Services Inc. for prior approval Time: Start date and length to be determined by mutual agreement of Owner and Contractor Limits: Time limit for acceptance of this Proposal is sixty (60) days from the above date c:--- ~~ Date ,\ \ "":!> \==-'-\ Chris Flores CAM Services Inc. Customer Signature Date Mr. Scott Rigg or Mr. Bob Kipness / City Representative (Re: November 3,2004 Weed Abatement Proposal Phase 1) . . .-, {"" \ ' -- ( SERVI CES A property managers favorite tooL "" Proposal November 15,2004 Mr. Scott Rigg City of V ernon Department of Community Services and Water 4305 Santa Fe Avenue Vernon, CA 90058 Re: Phase II - Weed and Trash Control Program (REVISED) Project Pursuant to your request, CAM Services hereby, submits the following landscape maintenance proposal for your review and consideration. The figures derive from a job site visit with Mr. Scott Rigg and Mr, Bob Kipness with the City of Vernon and specification from the City of V ernon. If supplemental information or clarification is needed, please contact me at your earliest convenience. Description This proposal provides for all labor, materials and equipment and will provide the following Weed & Trash Control Program. The recommended frequency for this taskis (1.25)-man crew, 3 days per week for eight hours each day. The following is a breakdown of the daily operations that will occur: Weed Control: The goal of the weed control operation is to present the entire site in a clean and manicured way, where weeds are not appreciably noticeable in the sidewalk, median islands and empty lots. The goal is to establish weeds or infestations at a non- existent level. "Weed Control" is defined as keeping the growth of weeds down so that no more than the juvenile growth of less than one week could be visible at any point any time. All weeds removed by hand or mechanical means will be cleaned up. Trash Control: ''Trash Control" includes all debris generated during the above specified time along with the pick-up ofleaves fallen from all trees on site. The formal unwanted litter that accumulates, be it natural or manmade, on site is also included. Excessive clean-up due to unforeseen events like windstorms, parties, parades, illegal dumping or other events beyond the Contractor's control are not included. The clean-up frequency will be during every visit to the City. Trash Control will also include changing 22 trashcans at bus stop locations" including liners and clean up of all debris at approximately 89 bus stop locations throughout the city. Common Area Maintenam:e 5664 Selrnaraine Drive Culver City. CA 90230 800 576-3050 Fax 310 390-8059 Landscaping · Parking Lot Sweeping · Stearn Cleaning . Janitorial . Day Porter . Constructionm ~ ~ . . .- ( 1(', r"- .' Dirt Control: The goal of the dirt operation will be to remove all dirt that has accumulated or trapped in comers, sidewalks and other areas, Large amounts of dirt dumped by others will not be included. Monthly Price: Additional charge to empty 22':'trashcans as needed: $2,715.00 $650.00 Total (monthly landscape maintenance & trashcan fees) $3,365.00 Terms: The C-ontractor shall provide the client with a monthly invoice on the first day of each contractual service month representing the monthly instalhnent due for that month. All invoices are due and payable upon receipt. Charges remaining unpaid after thirty (30) days of the billing date shall bear interest at the rate of one and one/half(1.5%) percent per month Exclusion: Any unforeseen obstacle Time: Start date and length to be determined by mutual agreement of Owner and Contractor Limits: Time limit for acceptance of this proposal is sixty (60) days from the above date ~~~ Chris Flores - CAM Services Date Customer Signature Date Mr, Scott Rigglor City of V emon City Representative - Re: Phase II for Weed & Trash Control Program - Proposal dated November 15,2004 REVISED Upon acceptance of this Landscape Maintenance Proposal, a Contract will be prepared by CAM Services Inc and/or a Purchase Order will be supplied by the City of Vernon. This Proposal will/shall be incorporated as an Appendix. . .11/18/2884 17:32 3183988859 (- . :- CAM :sERVICES o ~1r ..cs, fZ..- SERVICES .If JmI{:Jmy ~;'vm.IWL PI November 10, 2004 .Mr. &ott Rjgg Water Operations SuPervisor CityofVemon 4305 Santa Fe Avenue Vernon, CA 90058 RE: Company/City References Scott, As per your request, rm sending you a list of references that we are currently doing landscape work for or have done projects with in the past. ' If you have any other questions, please feel free to calI me at your earliest convenienoe. Thank you, Chris Flores. Cell #(310) 429-1043 City of Burbank Mr. Ralph CosWuo 124 S. Lake Street P.O. Box 6453, Burbatik, CA 91510 (818) 238-3875 Kal Kan / Masterfoods Mr. Carlos Iniguez 3250 East 441b Street Vernon, CA 90058 (323) 584-4748 office (213) 792-1318 cell University of Southern California Property Manager & Sales Ms. Gwen Louchouam 3375 South Hoover Street Los Angeles, CA 90089 (213) 740-4895 City of High1.l).1)rl Larry Williams Publio WOrks Manager 27215 Base Line Highland, CA 92346 (909) 864-8732 x216 CtJmml1/'l A1't'rt Mai1tUltI.l7l(;~ 5664 Selma.rlline Dri'Yl: Culver Cicy. CA 90230 800 576-3050 Fa.1C 310 390.8059 Landsmpi.ng · Parkillg l.ot: Sweeping · Steam Cbnl.l18 'I Janicodal 'I ~ Porter . ConsaucticmfT1 PAGE el1/81 6 "'\.,J-(. ~"'- ~b~rrtJ ~ Lt.~(... ~~ EXHIBIT B ~ ~..a> ': 4 EXHIBIT B CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT AGREEMENT CHANGE ORDER NO. PROJECT: SUPPLEMENT NO. SHEET OF SHEETS P.O. NO. TO: CONSULTANT REQUESTED BY: You are hereb directed to make the herein described chan es from the ori inal sco e of work of this a eement. . . ... ..... ... ...... .. ."... . ... . . . . .. ....... ... $ $ $ $ $ . . . . ... .... ... .. . .. . .. ... .... . . .. . . . ......... ..... Approved: Date: City Administrator . We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above, Accepted Date: Consultant: By: Title: c: PurchasingfProject File/Consultant SUPPORTING DOCUMENTS , SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 27th day of April, 2005, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND COMMON AREA MAINTENANCE SERVICES, INC., an independent contractor, hereinafter referred to as the "Contractor" 5664 Selmaraine Drive Culver City, California 90230 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to perform a one-time general cleanup, weed abatement, and trash removal service within the boundaries of the City of Vernon ("Phase I"); and WHEREAS, the City has determined to retain the services of an independent contractor to perform regular weed, trash, and dirt control services within the boundaries of the City of Vernon ("Phase II"); and WHEREAS, Contractor has prepared a proposal dated November 3, 2004, for the Services relating to Phases I and II, a copy of which is attached hereto as Exhibit A and incorporated by this, reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and Page 1 of 19 WHEREAS, Phase I and Phase II have been bid, and Contractor's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to provide the Phase I and Phase II services on a contract basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on May 1, 2005, and will continue in effect for a period of one (1) year or until terminated as provided in this Agreement. City shall have the option to extend this Agreement in one (1) year increments, SECTION 2, DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Services Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire Agreement between the parties relating to its subject matter, B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Common Area Maintenance Services, Inc. and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. Page 2 of 19 E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01 and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the work and, unless otherwise stated,to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G, "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the work, except information falling into any of the following categories: 1. Information which, at the time of disclosure hereunder, is in the public domain; . 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's, or any entity within Contractor's control, breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. Page 3 of 19 I. "Subcontractor" shall mean any first or lower-tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. "Work" or "Services" shall mean the services performed by Contractor as more specifically delineated in Section 3 below, SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services: Phase I 3.01. Contractor agrees to perform a one-time general cleanup, weed abatement and trash removal service ("Phase I") within the boundaries of the City of Vernon ("City"). Contractor shall provide all material, equipment and labor costs required to complete the cleanup service. Phase 1 will consist of at least a 4-mancrew, eight (8) hours per day for fourteen (14) working days and shall include: A. Removal of all weeds along City sidewalks, median islands, tree wells and parking lots; B. General trash cleanup of all City streets and sidewalks; C, Spraying a pre-emergent, approved by the City, at all dense weed areas for current and future weed control; and D. Installation of three (3) to four (4) inches of mulch for all tree wells, vacant lots and special areas where applicable and/or directed by the City (approximately 325 yards of mulch). Specific Services: Phase II 3.02. At the completion of the one-time general cleanup described above, the Contractor shall provide a weed, trash and dirt control program ("Phase II"). It shall be the responsibility of the Contractor to assess the general condition of the City in terms of weeds, trash and dirt and to ensure that the City is kept free of weeds, leaves, dirt, trash and other debris on a consistent basis, The Contractor's Services are more specifically described in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference, but shall include: A. The implementation of a 'Weed Control" program that results in the Premises being presented in a clean and manicured way, where weeds are not appreciably noticeable in the sidewalk, median islands and empty lots. 'Weed Control" is defined as keeping the growth of weeds down so Page 4 of 19 that no more than the juvenile growth of less than one (1) week should be visible at any point in time. B, The implementation of a "Trash Control" program that shall include the removal of all debris from the Premises as well as the pick-up of leaves fallen from all trees on the site, The Contractor shall remove the unwanted litter, natural and manmade, that accumulates on the Premises, including debris generated from 'Weed Control." The "Trash Control" program shall include the changing of twenty-two (22) trash cans at bus stop locations, including liners and the clean up of all debris at approximately eighty-nine (89) bus stop locations throughout the City. The clean-up frequency shall be during contractor's every visit to the City, which shall be at least three (3) days per week. C. The implementation of a "Dirt Control" program that will remove all dirt that has accumulated or been trapped in corners, sidewalks and other areas of the City. 3.03. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 3.04. City may at any time, by written change order executed by the City Administrator, make changes only to extend the work duration and total compensation of Contractor's Work. Changes in the scope of work, or duties and obligations, shall be authorized only by the City. 3,05. City may make changes by increasing, reducing or deviating from the requirements of the scope of Work, A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference, Timing of Services 3.06. Contractor's Services shall commence upon the execution of this Agreement by both parties and Phase I shall end when Contractor has completed the Work described in Section 3.01 of this Agreement, unless this Agreement is otherwise terminated according to Section 6 of this Agreement. Completion of the Phase I Services to be performed by Contractor is expected to be no later than fourteen (14) working days after execution of this Agreement by both parties. Phase II shall commence immediately upon completion of Phase I and shall continue for a period of one (1) year unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended upon written agreement of both parties to,this Agreement. Page 5 of 19 Method of Performing Services 3.07. Contractor will determine the method, details, and means of performing the above-described Services. Status of Contractor 3.08. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated bylaw. 3.12. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. Page 6 of 19 SECTION 4. COMPENSATION 4.01. In consideration for the Phase lone-time cleanup Services to be performed by Contractor, described in Paragraph 3.01, City agrees to pay Contractor the amount of Twenty One Thousand Eight Hundred Sixty Two and no/100 Dollars ($21,862.00) ("Contract Price for Phase I"). 4.02. In consideration for the Phase II monthly weed, trash and dirt control Services to be performed by Contractor, described in Paragraph 3.02, City agrees to pay Contractor the amount of Three Thousand Three Hundred Sixty Five and no/100 Dollars ($3,365.00) per month for each month this Agreement is in effect and Contractor provides the weed, trash and dirt control Services ("Contract Price for Phase II"). Entire Compensation 4.03, The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason, except as expressly provided for in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract price shall only be adjusted by formal, written Change Order or amendment to this Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer Price Index (all Urban Consumers) for the Los Angeles-Riverside- Orange County area for the twelve (12) month period prior to the beginning of each extension. Payment of Compensation 4.04. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of Phase I and within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. 4.05. For Services rendered under Paragraph 3.02 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (15th) of each month, for the prior.calendar month's completed Work. The payment shall not exceed the sum set forth in Paragraph 4.02 of this Agreement. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. Page 7 of 19 4.06. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.07. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.08. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established by a written change order signed by City as described in Sections 3.04 and 3.05 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties, Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. 5,02. Contractor is responsible for damage resulting from performing repair and clean up ofthe effected area, 5.03. Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City. Tools, Materials, and Equipment 5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the Services under this Agreement. Liability Insurance 5.05. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth Page 8 of 19 below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5,06. The insurance coverage as listed herein shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies ,evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08, Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and that the City is endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over the Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1 ,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $1 ,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-owned or hired vehicles with a minimum combined single limit of $2,000,000 per occurrence for bodily injury and property damage. D. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an 'excess policy, Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. Page 9 of 19 5.09. Contractor agrees to provide insurance in the amounts and forms specified , above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City, 5.10. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 5.11. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 5.12. Contractor and City represent that each has read and understands the Agreement and Contract Documents, The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.13. Contractor represents that it has the qualifications and skills necessary to perform the Work under this Agreement in a competent, professional manner, Page 10 of 19 without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.14. Contractor declares and states that it has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 5.15. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees. 5.16. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. Work Injury 5.17. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5,18. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs Page 11 of 19 which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record aCGQunting for the Contractor's employees working full or part time on the Work; (b) invoices for purchases, receiving and issuing documents, and all the other unit-inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.19. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.20. Contractor agrees that all services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 5.21. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or Page 12 of19 consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.22. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.23. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. Compliance with Authority 5.24. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair Labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.25. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.26. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement. Page 13 of 19 Progress Reports 5.27. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect for a period of one (1) year after the effective date of this Agreement, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non-Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to Contractor and such termination shall be effective in the manner specified in such Notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: . A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Page 14 of 19 Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may terminate this Agreement by giving written notification to Contractor. Termination will take effect immediately on receipt of notice by the breaching party or three (3) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this Agreement; or B. Contractor's material breach of any representation or provision contained in Section Five (5) of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. Page 15 of 19 SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be fumished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Contractor: City: Common Area Maintenance Services, Inc. Attn: Christopher J. Flores, Account Executive 5664 Selmaraine Drive C~~ Fax: 310-390-8059 Telephone: 800-576-3050 City of Vernon Attn: Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 ,Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. . , Page 16 of 19 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between .this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court bf Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a Page 17 of 19 decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution ofthe dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators and/or court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of'its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 18 of 19 IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , California, on City: City of Vernon ~~6u~~ ~ ~e: Leonis C. Ma~urg, Mayo''' ~ Date: ATTEST: ~y~.~- Bruce V. Malkenhorst, City Clerk Contractor: Date: ~ Name: Q>..-...r,~ .~\..=..c-~~ Title: ~__-\ ~......C~~ Date: ~ -'-\ -e:.-S-. Page 19 of 19 ,2005. ~ ~..t' ~~~~~ GeC/cFo ~-~.~'5 ~~ ." .t""" t SERVICES A property managers favorite tool. BID PROPOSAL City of Vernon for Weed Abatement and Trash Control Program . I . (- r- , SERVICES A property T!tIlTII:lgt'ri fiwoM tool'" November 3, 2004 Mr. Scott Rigg City of Vernon Department of Community Services and Water 4305 Santa Fe Avenue Vemon, CA 90058 Re: Request for Proposal for Weed Abatement and General Trash Control Dear Mr. Rigg; Thank you for sending us a request for proposal invitation. We look forward to the competitive process and hope to be the successful bidder. We provide services in keeping with the intent of the specifications. This would include weed control, trash and debris cleanup, the application of pre-emergents and the installation of mulch. We also intend to inc1udea weekly weed and trash control maintenance program. Our approach is to provide professional finish results that the City. can be proud of. Our highly trained crews are extremely efficient in this type of work previously performed for the City of Los Angeles Community Redevelopment Program for the City of Monterey Park Weed Abatement Program and clearing a lot at the Kal Kan Facility for a new park that has been installed. Chris Flores will manage this project throughout its entirety and during the weekly maintenance program We have thoroughly reviewed all the specifications and the site conditions. Our price reflects all the necessary labor, equipment and materials to perform this work and has been listed for you in the "proposal" sections of this RFP. Also, a copy of our Certificate of Liability is included with this package. If CAM Services Inc. is awarded this Contract, a copy ofthe certificates including and Additional Insured as requested will be submitted at the time of Contract signing. Common Area Maintenance 5664 Selmaraine Drive Culver City, CA 90230 800576-3050 Fax 310 390-8059CLandscaping · Parking Lot Sweeping · Steam Qeaning · Janitorial · Day Poner · ConstructionffI j'''-''' { r. We look forward to being the successful contractor in the proposal selection process. If you have any questions regarding this Proposal, please feel free to contact me at your earliest convenience Sincerely, CAM Services Inc. C' ------- ~ Christopher J. Flores Account Executive - Landscape Division .--- f ~ f SERVICES A p~ 1nJlJ1Agd fiwori~ tool '" CORPORATE CAPABILITY Common Area Maintenance Services, Inc. dba CAM Services began operations in 1987 and incorporated in California in 1989. Its place of business is 5664 SelmaTaine oT., Culver City, California, 90230. CAM Services provides the following maintenance services to commercial, private, federal, state, county and municipal entities throughout Southern California: Janitorial Landscaping Lot Sweeping Day Porter Steam Cleaning General Construction David A. Herrera is the President; Chris Flores is the Account Executive to City of Vernon; CAM Services' Federal Tax ID#: 95-4223104. Corporate Charter Number 1461936. CAM Services employs a customer-centric approach to its operations ensuring customer satisfaction is consistently achieved. The key underlying elements of this approach are: 1) Recruitment and training of top field and management personnel; 2) Keen understanding of industry trends, technologies, the marketplace and our clientele; and, 3) A flat organizational structure allowing for open lines of communication at all levels with an emphasis on frequent communication with clientele. CAM Services operates on a 24/7, 365-day year basis. It employs the latest communication technologies to ensure that all phases of contract work are carried out safely, efficiently and effectively. Common Area Maintenance 5664 Selmaraine Drive Culver Cicy, CA 90230 800 576-3050 Fax 310 390-8059 Landscaping · Parking Lot Sweeping · Steam Cleaning · Janitorial · Day Porrer · Consrrucrionnl ~ .-' ,1-......... I WORK STATEMENT AND QUALITY CONTROL PLAN CAM Services has designed a Quality Control Plan to ensure the best service possible for our customers and their properties. This plan will be employed to the fullest extent possible to ensure that our methods and techniques are in direct correlation with the requirements of City of Vernon. CAM Services is dedicated to City of Vernon's objective of obtaining a professional work product on a consistent, effective and cost-efficient basis. Properties are serviced by our expert and professionally trained maintenance crews on a regular basis according to the contractual scope of work, and are inspected by our experienced Area Supervisors, Division Managers and Account Executives on a regular basis, no less than weekly, to ensure total customer satisfaction. Site inspection reports are submitted weekly by our service crews to their Area Supervisor, who in turn will address any problems or issues as these arise. Day- to-clay maintenance issues are usually dealt with efficiently and effectively at this level; however, if the need arises, the responsible Division Manager and/or Account Executive may be briefed and their client counterpart will be consulted accordingly. Job walks, with our client counterparts, are encouraged and recommended no less than monthly. At all times, it is the goal of CAM Services' landscape operations division to maintain a high and open level of communication with its clients. This commitment to communication is'evidenced by the high volume of correspondence between CAM Services, in addition to the use of advanced communication equipment such as cellular phones, alpha-numeric pagers, field radios and our 800 telephone number which allows CAM Services to offer 24- hour response to our clients, seven days per week. CAM Services ensures a high maintenance standard for our clients' properties through use of a Quality Control/Site Visit Checklist and a Quality Control Plan ( attached). AccountinQ and BillinQ Invoices for contracted monthly services are generated and mailed on or about the 20th of the month of service and are due upon receipt. Late invoices will be subject to late charges in the maximum amount that is allowed by law. Each client location will be coded according to CAM Services' intemalcoding system, e.g., VERNON01, unless client provides or request that an alternate system be used. _~,i-"" ( Invoices for extra work will be submitted separately from the monthly service invoice and will be detailed in their explanation of work completed. Each extra work invoice will list a CAM Services work order number and supporting client information, such as a purchase order (PO) or similar convention, used for extra work requisitions. Human Resources Strateoy CAM Services recognizes the value and importance of its most important asset - its workforce. Therefore, CAM Services' human resource strategy is to provide a framework for the procurement and continued employment of the very best talent to ensure the mutual prosperity of both the company and its employees. Recruitment Many of our valued employees are or have been referred to us by word of mouth, in-house referrals by employees within our organization, newspaper ads, state employment agencies, religious affiliations and colleges. Application and pre- employment screening consent forms are filled-out and kept on file. DMV records and background checks are performed as required. Our Human Resources department performs past employment and document verification, and checks for required certificates and employment eligibility. It also updates and re-verifies. CAM Services is an equal opportunity employer and does not discriminate based on sex, race, color, ancestry, religious beliefs, creed or national origin. Trainino Post-j6binterview and follow-up, upon acceptance of employment, a meeting with the assigned supervisor takes place. The new employee is normed to the company culture, as well as all rules, regulations and procedures. A major part of this training is contained within the CAM Services handbook, which serves as the foundation of the employee-employer relationship. Orientation, job analysis and training begin soon after. During training, emphasis is stressed on safety and injury prevention. After placement, on the job training, scope of work and work plan are reviewed to maximize man-hour productivity and job skill knowledge. This is a continuing process, which is emphasized early on during the first ninety days of employment, then updated and reviewed no less than monthly. , - . ---, ~--":'" Employee Retention Employee retention is a key objective of CAM Services. To encourage employee health and happiness, a comprehensive compensation package is offered, which includes: Better than or equal to industry pay scale and employee benefits, such as a health plan, paid vacation and paid sick days. Our "open door policy"is appreciated by employees and management alike. Retention saves time and money for both our clients and our company. Job Performance Evaluation ' The Employee Performance Appraisal form is used to objectify and evaluate ,employee performance. It is performed no less than annually and is reviewed and discussed by the employee and his supervisor. Results are tied to increased job requirements, promotions and compensation increases. Informal performance reviews are conducted quarterly to provide valuable feedback to the employee which is used to alter his performance and reach his objectives for the annual review. CAM Services conducts an exit interview upon termination of employment. Safety CAM Services has written an Injury and Illness Prevention Plan (lIPP Star Bill 198) which complies with Cal-OSHA requirements and for worker safety training and instruction for hazardous materials handling. Both IIPP and MSDS books will be kept on site in the janitorial room(s). Our employees meet monthly for safety and equipment handling instruction, which is a cost effective method and instrumental in accident prevention. In addition, our new employees are given Code of Safe Practices and Safety Training as part of their on the job training. ~-.,-...,. i ,,;-- t SERVICES A property 111411aps fiwoM tool'" Proposal November 3, 2004 Mr. Scott B. Rigg City of Vernon Department of Community Services and Water 4305 Santa Fe Avenue Vernon, CA 90058 Re: Initial Cleanup Phase 1 - Weed Abatement and Trash Removal Project Pursuant toyour request, CAM Services, hereby submits the following Proposal for your review and consideration. The figures derive from a jobsite visit with Mr. Bob Kipness and Mr. Scott Rigg with the City of Vernon. If supplemen411 information or clarification is needed, please contact me at your earliest convenience. Description This Proposal provides for all labor, material and equipment to provide the following Weed Abatement and Trash Cleanup as a one-time cleanup of all the city streets, sidewalks, median islands, tree wells and designated lots as discussed located within the boundaries of Vernon. · The following initial one time cleanup will consist of a 4-man crew, 8 hours per day for 14 working days · Weed Abatement will include removal of all weeds along City sidewalks, median islands, tree wells and parking lots · General trash cleanup shall include and encompass City streets and sidewalks · Spraying of a City approved Pre-Emergent at the heavily/dense areas for current and future weed control · Installation of three (3) to four (4) inches of mulch for all tree wells, designated vacant lots as discussed and special areas directed by the City. Approximately 325 yards of mulch will be required to fulfill all the above mentioned areas Weed Abatement & Trash Removal (excluding mulch): Installation of Mulch includi~g material and labor: Initial Clean-up Total- Phase 1: $14,900.00 $6,962.00 $21,862.00 Common Area Maintenance 5664 Selmaraine Drive Culver City. CA 90230 800 576-3050 Fax 310 390-8059 Landscaping · Parking Lot Sweeping · Steam Oeaning · Janitorial · Day Porter · ConstrUcOonffI ....-, ( -- f Cost Breakdown for Phase 1 - Initial Clean-up · Price per day on a four-man crew for 8 hours per day (includes all required small- equipment for weed abatement, excluding dump fees.) $800.00 · Approximate cost for all dump fees for weeds and trash $2,500.00 . Rentals (truck and tractor) $1,200.00 · Mulch materials based on 325 yards needed (price per yard) $16.50 . Labor to install 325 yards of mulch (2 men, 8 hours per day at 3 total working days) $1,600.00 Terms: Netl30 upon receipt of invoice from CAM Services Inc and/or purchase order from the City of Vernon Exclusion: Any unforeseen obstacle. Mulch shall not exceed 325 yards. If additional mulch is required, the City of Vernon will be issued a Change Order Contract by CAM Services Inc. for prior approval Time: Start date and length to be determined by mutual agreement of Owner and Contractor Limits: Time limit for acceptance of this Proposal is sixty (60) days from the above date c--- ~~ Date \ \ \ ~ \.:::::.",,\ Chris Flores CAM Services Inc. Customer Signature Date Mr. Scott Rigg or Mr. Bob Kipness I City Representative (Re: November 3,2004 Weed Abatement Proposal Phase 1) ..' .. l ~_tC_, i (- A property managers ftwritt: tool '" Proposal November 15, 2004 Mr. Scott Rigg City of Vernon Department of Community Services and Water 4305 Santa Fe Avenue Vernon, CA 90058 Re: Phase n - Weed and Trash Control Program (REVISED) Project Pursuant to your request, CAM Services hereby, submits the following landscape maintenance proposal for your review and consideration. The figures derive from a job site visit with Mr. Scott Rigg and Mr. Bob Kipness with the City of Vernon and specification from the City of V ernon. If supplemental information or clarification is needed, please contact me at your earliest convenience. Description This proposal provides for all labor, materials and equipment and will provide the following Weed & Trash Control Program. The recommended frequency for this task is (1.25)-man crew, 3 days per week for eight hours each day. The following is a breakdown of the daily operations that will occur: Weed Control: The goal of the weed control operation is to present the entire site in a clean and manicured way, where weeds are not appreciably noticeable in the sidewalk, median islands and empty lots. The goal is to establish weeds or infestations at a non- existent level. "Weed Control"' is defined as keeping the growth of weeds down so that no more than the juvenile growth of less than one week could be visible at any point any time. All weeds removed by hand or mechanical means will be cleaned up. Trash Control: ''Trash Control" includes all debris generated during the above specified time along with the pick-up of leaves fallen from all trees on site. The formal unwanted litter that accumulates, be it natural or manmade, on site is also included. Excessive clean-up due to unforeseen events like windstorms, parties, parades, illegal dumping or other events beyond the Contractor's control are not included. The clean-up frequency will be during every visit to the City. Trash Control will also include changing 22 trashcans at bus stop locations, including liners and clean up of all debris at approximately 89 bus stop locations throughout the city. Common Area Maintenance 5664 Selmaraine Drive Culver City, CA 90230 800576-3050 Fax 310 390-8059 Landscaping . Parking Lot Sweeping . Steam Cleaning . Janitorial · Day Porrer · ConstructionfTI , . . ['.;-......... d"-- f Dirt Control: The goal of the dirt operation will be to remove all dirt that has accumulated or trapped in corners, sidewalks and other areas. Large amounts of dirt dumped by others will not be included. Monthly Price: Additional charge to empty 22-trashcans as needed: $2,715.00 $650.00 Total (monthly landscape maintenance & trashcan fees) $3,365.00 Terms: The Contractor shall provide the client with a monthly invoice on the first day of each contractual service month representing the monthly installment due for that month. All invoices are due and payable upon receipt. Charges remaining unpaid after thirty (30) days of the billing date shall bear interest at the rate of one and one/half (1.5%) percent per month Exclusion: Any unforeseen obstacle Time: Start date and length to be determined by mutual agreement of Owner and Contractor Limits: Time limit for acceptance of this proposal is sixty (60) days from the above date ~~~ Chris Flores - CAM Services Date Customer Signature Date Mr. Scott Rigglor City of Vernon City Representative - Re: Phase IT for Weed & Trash Control Program - Proposal dated November 15,2004 REVISED Upon acceptance of this Landscape Maintenance Proposal, a Contract will be prepared by CAM Services Inc and/or a Purchase Order will be supplied by the City of Vernon. This Proposal will/shall be incorporated as an Appendix. .11/16/2664 17:32 3163968659 CAM SERVICES .r'~~ ( -.. ( ~1' -s(/..- SERVIces ./I ~ '1f'I.IZ1ttfttri./iwrir tool'" November 10, 2004 Mr. Scott Rigg Water Operations Supervisor City ofVemon 4305 Santa Fe Avenue Vernon. CA 90058 RE: Company/City References Scott, As per your request, rm sending you a list of references that we are CUIrently doing landscape work for or have done projects with in the past. . If you have any other questions, please feel :free to calI me at your earliest convenience. Thank yo~ Chris Flores. Cell # (310) 429-1043 City of Burbank Mr. Ralph Costanzo 124 S. Lake Street P.O. Box 6453, Burb~ CA91510 (818) 238-3875 Kat Kan I Masterfoods Mr. Carlos Iniguez 3250 East 44lb Street Vernon, CA 90058 (323) 584-4748 office . (213) 792-1318 cell University of Southern California Property Manager &: Sales Ms. Gwen Louchollam 3375 South Hoover Street Los Angeles, CA 90089 (213) 740-4895 City of Highland !.any Williams Public Works Manager 27215 Base Line Highland, CA 92346 (909) 864-8732 x216 Cmmm Arlit Mai1fUtt471<< :%64 ~lljm: Drive Culver City. CA 90230 800 576-3050 &c 310 3%-8059 Lmdsaping · Packing Lot Sweeping · Steam dc:mlng II JanitOrial II 1>.ty Porter . Consauctwnm PAGE Bl/B1 {J"\"J-t.. ~~~ ~ Ll ~(... ~~ . ,. EXHIBIT B CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT AGREEMENT CHANGE ORDER NO. OF ~HEETS SUPPLEMENT NO. SHEET PROJECT: P.O. NO. TO: CONSULTANT REQUESTED BY: h b dir d k f k fthi You are ere )y ecte toma e the herein described changes from the origina scope 0 wor 0 s agreement. Contract Amount (Base Bid) I ........ ..... .. ..... ............. ............ ... $ Amount of This Change Order I .0....... ..... . ....... ..... . .... . . . ........... $ Amount of Previous Change Orders I .... . . .... ............. .. ... . ............ $ Total Chan~e Orders I .. ......'.......... . . ...........'. ........ ... ..... .... ... $ Modified Agreement Amount I .... .. ....... . . .. .... . .... .'. . .. . . ... .......... $ By reason of this order the time of cOl11[lletion will be adiusted as follows: Approved: Date: City Administrator We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above, Accepted Date: Consultant: By: Title: c: PurchasingIProject File/Consultant ~UL 0 7 209 CITY OF VERNON ~o~tmun~ ~~~IC~~ COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO. 4 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT: Weed, Trash and Dirt Control P.O. NO. TO: Common Area Maintenance CONTRACTOR REQUESTED BY: City You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract. CHANGE IN PLANS Extend agreement for one-year with an effective date of July 1, 2009. There is no increase in the cost to provide service. Contract Amount (Base Bid) $ 40,380.00 Amount of This Change Order $ 0 Amount of Previous Change Orders $ 20,693.04 Total Change ;?rders $ 20,693.04 Modified Contract Amount $ 61.,073.04 By reason of this change order the time of completion will be ad'usted as follows: I Approved: Date: °/`?-fig Directo f Co unity Services & Water o Date: 7 a Attest: Manuela iron Ci Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. Accepted Date: ~ ~ Contractor: /~'~!'Vj~j ~ Qjl/~l LG ~ r ~ ~ 3 By: ~ Title: Tie-c.~v~l.'r ~5~~e el'"~ `fC- - c: Project File/Contractor/Purchasing Rev. 06/08 v 1 RESOLUTION. NO: 9996. 2 3 A RESOLUTIQN OF THE CITY .COUNCIL OF THE CITY OF 4 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF CONTRACT CHANGE ORDER N0. 4 TO SERVICES AGREEMENT 5 BY AND BETWEEN-THE CITY OF.VERNON AND COMMON A1~EA MAINTENANCE SERVICES, INC. FOR-WEED ABATEMENT, 6 TRASH REMOVAL AND--DIRT CONTROL-SERVICES 8 WHEREAS, on.April-27; 2005, the City-Council of the City of 9_ Vernon adopted Resolution No, 8730 approving a Services Agreement (the 10 ~~Agreenient") with Common Area Maintenance Services, Inc. (~~CAM") to 11 perform. weed abatement;. trash removal and dirt control services within ~2 the boundaries of the City,of Vernon effective May 1, 2.005.to- 13 April 30, 2006 for the,sum of $3,3.65.00 per .month or $40,380.00 for 14 the year; and 15 WHEREAS, he Director of, Community Services & Water has: 16 executed Change Orders 1 through 3, subject to ratification by the 17 City Council, ultimately extending the term of the Agreement to May 1, 18 2009 and.inodifyinq the contract :amount to $5,089.42 p:er month or 19 $61;.073.04. per year; and 20 WHEREAS, the Director of_Community Services & Water desires 21 to extend and change the term: of the Agreement to be July 1, 2009 to 22 j~une 30,"2010, under the-same terms and conditions. of the Agreement 23 for the same total contract amount of $5,089.42 per month or 24 $61,073.04 per. year; and 25 WHEREAS, the.City Council of the City of Vernon has.. 26 deterini.ned that, pursuant to the provisions of subsection {a) of 27 Section 2.27 of the Vernon G.ity Code, 'it is in the public interest-.and 28 necessity to enter-into Change Order No. 4 to the Agreement with CAM. 1 'NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 2 CITY OF VERNON AS FOLLOWS: 3 SECTION 1: The City Council of the City~of Vernonhereby_ 4 fihds and determines that the recitals contained hereinaboveare true 5 .and correct. 6 SECTION 2:. The City Council,. of. the City. of .Vernon .hereby 7 approves and ratifies the execution of Change Order Nos. 1 through 3 8 by the. Director of Community Services & Water, copies of which are 9 attacYied hereto as Exhibit A and incorporated by reference. 10 SECTION 3: The City Council of-the City of Vernon hereby 11 approves. Contract Change Order No. 4 to the Agreement with CAM, a 12 copy of which is. attached hereto as Exhibit B and. incorporated by 13 reference. 14 SECTION 4: The City .Council o.f the City of Vernon hereby 15 authorizes the Director of Community Services-& Water to execute said 16 Change.Order No. 4 for., and .on behalf of, the City of Vernon and the 17 City°Clerk,: or.Deputy City Clerk., is .hereby 'authorized to attest. 18 thereto. , 19: -SECTION 5: The City Council of the City of Vernon'.-hereby 20 directs-the City Clerk, or her designee,. to send a fully ..executed 21 Change Order No. 4 to: 22 . Common Area Maintenance. Services,. Inc. 23 Attn.. Account Executive 24 5554 Selmaraine Drive Culver Clay, CA 90230 25 26 / / / 27 / / / 28 / / / _ 2 _ 1 SECTION 6: The City. Clerk of the City of Vernon-shall 2 certify. to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full-force and effect. 4 APPROVED AND ADOPTED this .29th day of June, 20.09. 5 7 - Name: Ha.lario.Gonzales 8 Title: Mayor ~ r ro- em - 9 10 ATTEST; 11 ~ 1. 12- M NUELA GIRON, C y Clerk 18 _ 14 1.5. 16 17- 18 19 20 21 22. 23 24 25 2 6' 27 28 w ' 3 - 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON; City Clerk of the. City of Vernon, do hereby. _ 5 certify that the foregoing Re.solutibn, being Resolution No. 9996, .was 6 duly..adopted by the City Council of the City of_Vernon atregular. .meeting of the City Counci duly held on Monday; June. 29, 2009; anal 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 11 MANUELA GIRON, City Clerk 12 13 (SEAL): 14 . 15• 1.6 17 18 19 20 21 . 22 23 24 25 26 27 28. - - 4 - EXHIBIT A .i _ CXTY OF'VER~NON- _ . CO.MMUN~')('Y SERVICES D.EPAR'1rM~~~T CUNT1ftACT CHANGE.ORDER IYU. 1 SUFFI,IN(~EiYT NO..._._ SHEEN' pF 9 SHE +TS FROJEGTc 'Weed Trash and Girt Controi•Services CONTRACT` NU. Gommon -:Area Mafintianance C.UN'I'RACTOEt ,REQUES'i'Ell }~Y: Cull You ara i,et~ebp dincfcd to malx the herein described changes fmm the plans and spiciflcations or do die following described work rlbt included in the fans aril i! ec:ificatiQ~.s on this contract. ~WAN[3E IAI-PLANS t Extend tha existing Agreement with-cost increase ey ane-year with an eifediv~ date of May 1, 20QB Pl~~as~s ;refer to th$ 2006 cost schedule Arovided by Common Area Maintenance. C~ntrt#ct Amotlnt.(R~.~e l3ir#) ~.tnotua.l o'f'r'fiis C:l~;~ UPdsr $ 40,380.40 Amount of FreviQUS Ct~sange t)rdcr . , $ 7 9 745.44 Jlrlcxii4ax# Ga~irttcl.A.mount • , • • $ 1Q,~45 li ~c8son tbrsariail~ctimCOt ~ ~ .40 ' t~~ ~It be st~a s~_roataHS; ~ 59 525.4Q AFprovcd: ' W~, Ibe un . - t~ting C,"ity Clerk Dstc.: ,l~rg Com,aaor, lurvsn etUt ixx~idrration Ip fha e ~ r rquifwncni, fura9~ alt m~henipls; ~l as nxsy tYi~t?r be rw[ed uiK!re, epd p~yi ~d •'f this t 1.g apiuuv~d tMsq a~ will rovidcaiii P~fm?cat IberGGoe tiro pfifii`S ShQN~ rte. ~ i~ nary liw Hit+waei.~Ewvc apa.if,tcl,,ued williy S5 (till Accepted: Date: ~~._1~~ Contractor. t~ 1 ~ [3y. .1 Itlt: . ar:ci >ht»a~°ltasidcttrLn e'crtrir~j~ Fiie/C:ontta~r cr~aa~,+~ge} ~~I CITY OF VERNON COMIVIUNITY .SERVICES DEPARTMENT :.CONTRACT CHANGE ORD~12 N0. 2 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PRO,tECT: Weed, Trash and Dirt Control- Services CONTRACT NO. TO: Common Area. Maintenance- CONTRACT012 REQUESTI?D BY: City You are hereby directed to make the herein described changes-from the plans and specifications ox do the following described work not included in the lens ands ecifications on this contxact. CHANGE IN-PLANS ; • Extend the existing Agreement with cost increase by one-year with an effective date of May 1, 2007 which shall include, an increase of 75 percent of the Consumer Price Index or• $1,547:67 for the year. Please refer to the 2007 cost schedule pl-ovlded by Common Area Maintenance. ....Contract Amount (Base Bid) $ 40,380.Q0 .Amount of This Chalige Order $ 1,547:64 Amount of Previous Change Order $ 19,145.40 Total- Change Orders , • • • • • . ~ $ 20,693.04 Modified Contract Amount ~ $ ~ 61,073.04 lay reason of this order the time of n~a com letion will be ad'usted as follows: Approved:. - Date: ~2j~~--CS-7 . Samu vin ils We; the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all .equipment, furnish all materiais, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as iLil payment therefor the pr[ces shown above, Accepted: Date: 2~~ Contractor: . °r..J~o»c t ~~C BY' Title: R~c~.,..~- ~r~~ak-..1t . hn xc: Finance/Resident Engineer/Project File/Contractor . CAMStreel2 r , CITY Off' VERNON - _ COMMUNITY SER~x~E~-DEPARTlYIEN'T - - CONTRACT CHANGE ORDER NO. ~ 3 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT: Weed, Trash and Dlrt Control Services CONTRACT NO: - TO: Common. Area Maintenance CONTRACTOR REQUESTED BY: -.City You are hereby directed to make the herein described changes 8•om the plans and specifications or do fhe following described work . not included in the Tans ands eeifications on this contract, ....CHANGE IN PLANS Exfend a0reement for one-year with an effective date of May 1,-2008, There is no increase in he :cost to .provide service. OontractAmount{BaseBid) $ 40,380:00 • Amount of This Change Order . $ p _ .Amount of Previous Change Order . Total Change Orders • - • • $ 20',693:04 Modified Contract Amount • . $ 24,693.04 Byrcasonofthisorderthetimeof ~ $ ` 6,073.04 co letlon will be adjusted as follows: n~a Approved: a Date, - mu a Wilson We, the undersigned Contractor, have given careibl consideration t4 the change proposed and hereby agree, if this proposal is approved that we will provide all .labor, equipment and materiels ,inoluding overhead, except as may otherwise be rioted above, and perform all services necessary for the work above specified, and will accept as full payment therefore tha prices shown above. Accepted: Dated ~ Contractor: _ ~+Cw1 ~.a~/tGC~.,.~ ~~14 By; Title: ~Gus,.tie~at ~Q kt~/t xc: I'inaace/Resideat Engineer/Project File/Contractor CAM3lrael3 EXHIBIT B . ' --~ITY_.OF:VERIYON_ _ _ _ - CQMMUNITY SERVICES & WATER DEPARTMENT`' CONTRACT CHANGE ORDER NO.. 4 SUPPLEMENT NO. SHEET 1 OF I SH>;ETS PROJECTc Weed, Trash and Dirt Control P.O. NO. TO: Common Area Maintenance CONTRACTOR REQUESTED BY: City You are hereby directed to snake the herein described tihang~es.to the plans and specifications or do the following described work not previously included in. the plans and specification§ of this contract. Except as specifically modified herein;. all terms. and conditions Qf tkte origittal contract remain, in full fgrce and e##'ect,-and apply to ~e addi#ional wortC as if said wozk was originally. included in the contract. CHANGE IN PLANS ~xtetld agreement for one-year with an effective date of July .1,.2009. There is no increase in the cost to provide service. ContractAmount. Base Bid $ 40,380.00 Amount of'This Chan e Order $ p Amount of Previous Change Orders . $ : 20,693:04 -Total Change Orders $ 20,693.04 Modified Contract Amount $ 61,073.04 13y reason of this change order the-.time of wm letion.wiil be ad'usted as follows: Approved:.. Date: Director of Community Services & Water Attest: Date:. Manuela Giros, City Clerk We;the undersigned Contractor, have given careful consideration to-the change proposed and hereby agree, if thisproposal is approved, that we will provide all labor; equipment and materials; includmg overhead, except as may otherwise be noted above, and petfomi all services necessary for the work above specified, end -will accept as full payment therefore the prices shown above. Accepted Date: Contractor: . BY: Title: CITY~CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE.: July 1, 20-09 TO: Kevin Wilson; Director of Community.-Services & Water. FROM: Nelly Giron,~City Clerk _RE: Resolution. No. .9.9.9.6 - A Resolution gf.the City Council of the City of :Vernon Approving and Authorizing the Execution of Contract Change, .Order No. 4 to Services Agreement By and Between the. City of 'Vernon and Common Area. Maintenance Services, Inc. for Weed Abatement;-Trash .Removal and Dirt. Control Services _ Transmitted herewith. is a copy of Resolution No. 9996 referenced above; which'was~approved by City Council on June 29, 2009. Please ensure that the fully executed original change order is sent to' my attention for the .file. - Thank you . NG: dj. c: Resoluta.on Na. 9996 Agreement No. 05-055 ~ ' ~~oF vM1~~o ,1 : `:~~tct .b o~ ~ - " ~ 9~~,~ ( ~ APPCit~U~'~ ,~G~G~ ~9 '09 Cf7Y CUUNCI COMMU1vITY SERVICES & WATER DEPARTMENT QFFICE MEMORANDUM ctTV c~ K TRl6 N L R • June 2, 2 09 A-5 TO: Donal O'Callaghan, City Administrator FROM: Samuel Kevin Wilson Director of Community Services and Water DATE; June 10, 2009 - SUBJECT: Weed, Trash and Dirt Control Services -Request to Extend Agreement As you maybe aware, the City. entered into an agreement with Common Area Maintenance {CAM) in 2005 to perform Weed, Trash and Dirt Controt Services. In addition, CAM's scope. of work was increased to include the cleaning and removal of trash at 76 bus stop locations throughout the City. The agreement. has :been extended on an'annual basis, since its inception, in light: of their above average work performance and reliability, CAM has agreed to keep the. costs at the 2008 race for 2009: The annual cost to the City to provide the full scope of services remains.thesame at$61,073.04.. CAM is-one of few companies that provide Weed,- Trash and Dirti Control- Services and my staff has advise me thatthey are doing an above average job in terms of-their work performance and responsiveness. CAM hay performed the above-mentioned services for -four years now and is largely responsible 'for the exceeding clean condition of the City's streets.. It should. be -noted that the Change Order was sent to CAM in April for signature; however, due to some. undisclosed administrative constraints on .their .part, the:. signed .Change Order was. not received until a$er May 11, 2009. A Staff Report is attached recommending that the - City Council approve Change Order No: 4 at the June 29, 2009 meeting and bemade- effective July 1; 2009. sxwisr Enclosures - JUN ~ ~ 2009 BY: OF ~'Eq O . j, ~ ~ n~ 9tiP - STAFF ~2EPORT COMMUNITY SERVICES & WATER DEPARTMENT Revised: .June 22 2009 DATE: June 10, 2009 TO:. Honorable Mayor and City Council FROM: Samuel Kevin WilsoGifi;`vrector of Community Services and Water RE: Common Area Maintenance. - Eactension of Weed, .Trash and Dirt Control Services Agreement The City entered into aone-year agreement with Common Area Maintenance (CAM) to perform Weed; Trash .and Dirt Control Services. The. agreement was'. originally approved by the :City Council on April 27, 2005. The Agreement was modified to include-the cleaning of bus stops and the emptying of the trash cans at those locations.. The. agreement has -been extended annually, .since its .inception, in light of their. above average work performance and overall general. reliability.. CAM has agreed to ~Ceepthe costs at the 2008 rate for 2909. The annual cost to the City to provide the full scope of services remains the same at $61,073.04. The Community Services and Water Department (Department) originally conceived the idea of contracting the above-mentioned services in order to allocate,staffto areas that.were deemed niore,critical to the. Public Works Operations.. CAM is one of few companies that: provide Weed, Trash and :Dirt Control Services and mystaffhas advised me that they are doing an above average job. It should be noted that the Change Order was sentto CAM in April for signature; however, due to some undisclosed administrative constraints on their part; the signed Change Order was not received until after May 11, 2009.' It is my recommendation that the. Weed, Trash and Dirt Control Services -agreement with CAM be extended for a period of one year and be trade effective July 1, 2009. 1k