Resolution No. 92561
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RESOLUTION NO. 9256
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR
PROPOSAL FOR CITYWIDE STREET SWEEPING SERVICES FOR
THE DEPARTMENT OF COMMUNITY SERVICES & WATER
WHEREAS, the City of Vernon is interested in obtaining
proposals from contractors to provide frequent and regularly scheduled
sweeping services for all curb and gutter segments of all public
streets and public alleys within the City's jurisdiction; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of the Request for Proposal for City of Vernon
Citywide Street Sweeping Services ("RFP") pursuant to Section 2.29-2
of the Vernon City Code.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or her designee, to issue the RFP, a
copy of which is attached hereto as Exhibit A and incorporated by
reference, to one or more qualified firms, and to report to the City
Council on the proposals received with a recommendation for action.
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SECTION 3: The Acting 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 5th day of March, 2007.
(ATTEST:
GIRION,/Acting City Clerk
HILARIO G NZAL Mayor Pro-Tem
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STATE OF CALIFORNIA
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COUNTY OF
LOS ANGELES
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I, MANUELA GIRON, Acting City Clerk of
the City of Vernon,
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do hereby
certify that
the foregoing Resolution,
being Resolution No.
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9256, was
duly adopted
by the City Council of the
City of Vernon at a
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regular meeting of the
City Council duly held on
Monday, March 5,
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2007, and
thereafter was duly signed by the Mayor
Pro-Tem of the City
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of Vernon.
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M NUELA GIRO
, Xcfing City Clerk
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(SEAL)
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EXHIBIT
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CITY OF VERNON
REQUEST FOR PROPOSAL
CITYWIDE STREET SWEEPING SERVICES
MARCH 2O07
4305 Santa Fe Avenue, Vernon, CA 90058 PHONE: (323) 583-8811
REQUEST FOR PROPOSAL
Prospective Contractors:
The City of Vernon (City) requests proposals for Citywide Street Sweeping Services.
Contact Information:
Questions regarding this Request for Proposal shall be directed to Sherwood Natsuhara,
P.E. at (323) 583-8811 Ext. 305. Proposals are to be submitted to Samuel Kevin Wilson at the
following address:
Samuel Kevin Wilson, P.E.
Director of Community Services and Water
City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Proposal Closing Date:
Three (3) sets of the contractor's proposal shall be received by the City no later than 3:00
PM, March 27, 2007. Proposals shall be submitted in a sealed package, clearly marked with:
"City of Vernon, Citywide Street Sweeping Services". Proposals will become part of the official
files of the City of Vernon and cannot be returned.
I. Introduction
This Request for Proposal (RFP) requests interested firms to submit a proposal for
Citywide Street Sweeping Services.
H. Scone of Services
1. SERVICES TO BE PROVIDED
The City is seeking a Contractor to provide frequent and regularly scheduled sweeping
services for all curb and gutter segments of all public streets and public alleys within the City's
jurisdiction. Sweeping services shall be provided through motorized sweeping vehicles.
Sweeping shall include curbs and gutters along all streets and raised center medians islands and
full width of all alleys in the City. In addition, City seeks sweeping services prior to and after
any special events, as well as 24-hour per day emergency sweeping services upon 4-hour
telephone notification. The curb miles to be swept are approximately 106 curb miles.
2. FREQUENCY AND QUANTITY OF SERVICE
The City desires that the Contractor provide sweeping services for the entire City
(Exhibit "A" contains a city map). All streets shall be swept once per week. The street
sweeping shall be completed within the hours of 1000 PM to 5:00 AM.
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Sweeping shall be performed Monday through Thursday mornings, excluding City and Federal
holidays. On any week in which a holiday falls, the remaining scheduled sweeping areas shall be
advanced/delayed one day. For example, sweeping areas scheduled on Monday would move to
Tuesday, and so on. Wherever possible, Contractor shall conform to sweeping schedules
currently in place at the time of award. At the present time, the City of Vernon is separated into
quadrants. The quadrants are separated by major north/south streets, Santa Fe Avenue, Soto
Street and Downey Road, with all streets in each quadrant swept in one morning starting from
west to east.
The City of Vernon requires the Contractor to utilize a Global Positioning System (GPS)
tracking system on each of its vehicles in order to demonstrate service delivery as proposed. The
tracking system shall be web -based and the Contractor shall provide the City access to the website
in order to verify service delivery, research complaints and answer resident and business
questions. The tracking system shall be able to provide the location, date, time and speed of the
street sweeping vehicle. Contractor shall provide the brand name of the tracking system to be
utilized on their equipment in the proposal.
3. CONTRACTOR TO PROVIDE
Contractor shall furnish all necessary personnel, vehicles, equipment, supplies and tools
needed in support of the scope of services, contained within this bid. Nothing in the proposal
shall require the City to provide any personnel, vehicles, equipment, supplies or tools to the
Contractor in performance of scope of work.
4. VEHICLE CONDITION
All vehicles and equipment shall be kept in a clean and well -maintained condition while
operating within the city. Contractor shall ensure that each vehicle is inspected daily for safety
related items. City shall have the right to review vehicle inspection records at any time that the
vehicle is operating within the City limits, upon verbal request of the operator of the vehicle by
City representative. Failure to maintain vehicles in a clean and safe condition or the refusal to
produce said vehicle inspections will be formally documented by the City subject to further
administrative action by the City, up to and including termination of any purchase order, contract
or agreement between the contractor and the City.
5. AIR QUALITY REQUIREMENTS
Contractor shall meet all applicable local, state and Federal air quality laws, rules and
regulations including but not limited to the South Coast Air Quality Management District Rule
1186 relating to alternative fueled sweeping equipment. All sweeping equipment shall meet all
applicable certifications for PM10 and other pollutants as promulgated by the South Coast Air
Quality Management District (SCAQMD) at the time of award. Contractors shall provide
vehicles operating on alternative fuels such as Liquefied Natural Gas (LNG), Compressed
Natural Gas (CNG) or other fuels according to the regulations of the SCAQMD.
Contractor shall provide a list of the make, model and year of each sweeper to be
assigned to this contract in the proposal.
6. NPDES REQUIREMENTS
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Contractor shall meet all applicable local, state and Federal clean water laws, rules and
regulations including but not limited to all conditions set forth in the Los Angeles County
National Pollution Discharge Elimination System Permit as it relates to street sweeping
practices, and all Best Management Practices set forth by the City in compliance with NPDES
requirements. Contractor shall not discharge any water containing trash, debris, pollutants, fuels,
oils, soaps or other non -allowable constituents from its sweeping vehicles upon any city street, to
any storm drain or any non -permitted outlet. As part of its submission, contractor shall describe
its methods for preventing NPDES violations during sweeping operations within the City. In
addition, Contractor shall comply with all NPDES requirements at its maintenance facilities,
storage yards and company facilities. Failure to comply with this section may result in
termination for cause by the City of any contract resulting from this solicitation.
7. COURTEOUS OPERATION
Contractor shall perform sweeping operations in a manner that causes a minimum
inconvenience to the residents and businesses within the city. The Contractor shall ensure that
sweeper operators conduct their activities in a professional and courteous manner. Contractor
shall formally investigate any complaints received by the City in a prompt and expedient
manner, and shall provide a written report to the City regarding the resolution of said complaint
within seven business days from the date the complaint is forwarded to Contractor. Contractor
shall ensure that equipment and vehicles do not create unnecessary noise or dust during routine
operations.
8. COMPLIANCE WITH WASTE DIVERSION AND RECYCLING
Contractor shall be responsible for the collection, hauling and disposal of all materials
collected during the course of the daily sweeping. The City,is under State Mandate to comply
with waste diversion requirements that require the city to divert 50% of the waste stream from
landfilling. As part of their response to this request for bid, the Contractor shall describe their
proposed collection, hauling and disposal activities, including identifying proposed waste
disposal facilities receiving collected debris and materials. In addition, Contractor shall describe
in detail the waste diversion and recycling activities Contractor shall undertake to ensure that
50% of the materials and debris collected during the course of sweeping operations shall be
diverted from landfilling or recycled. Contractor shall identify any diversion or recycling
facilities proposed for receiving said materials. Contractor shall prepare and submit a report
documenting tonnage delivered to each facility and copies of weight tickets for each load.
Reports shall be submitted for each calendar quarter and shall be provided to the City by the 20'
of the month following the end of the calendar quarter.
9. ACCIDENTS REPORTS
Contractor shall provide a copy of any and all accidents involving Contractor's vehicles,
personnel and equipment while operating within the City, to the City within seven days from the
date of the accident. Said report shall include the date and time of the accident, and a copy of
any law enforcement reports resulting from the accident.
Contractor shall provide the name and contact information of Contractor's safety officer,
including cell phone for emergency contact.
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10. QUALITY OF WORK
Contractor shall provide sufficient vehicles, equipment and staff to accomplish a high
level of quality of sweeping services to the City. Contractor shall operate sweeping equipment in
such a manner that it shall meet the design specifications of the equipment and shall do a
thorough and complete job of removing debris and dirt from the city streets. The City shall
periodically and randomly inspect sweeping services to determine level of quality. For purposes
of inspection, the level of quality shall include the following:
a. 95% removal of any trash, litter, leaves or light foreign objects 2-inches or greater in
diameter from along the curb line and the entire width of the sweeper path;
b. 80% removal of all dirt, fines and light objects less than 2-inches in diameter along
the curb line and the entire width of the sweeper path.
City shall notify Contractor of any deficiencies upon discovery, and Contractor shall have
24-hours to re -sweep the area. Failure to consistently maintain quality of work levels may result
in termination of any contract resulting from this solicitation.
11. OPTIONAL SERVICES
Additional sweeping after special events and emergency street sweeping will be contracted by
the City on an as needed basis.
12. TERM OF AGREEMENT
The City anticipates a one-year fixed -price contract for the basic sweeping services billed
monthly. Due to the desire for a fixed price contract for sweeping services, Contractor is
strongly encouraged to review and project external operating costs such as insurance, fuel,
disposal fees and other costs outside of contractor's control and to prepare their proposal
accordingly, The City of Vernon will reserve the option to extend the contract on a year to year
basis at an increase in costs of three quarters of the Consumer Price Index for Los Angeles.
13. RECORDING OF DEBRIS COLLECTED
Contractor's motor sweeper operator shall be required to record daily sweeping of streets
and record them. Items to be recorded consist of:
a. Streets swept, date of sweeping
b. Operator's name
C. Type of sweeper, sweeper number
d. Mileage of each street
e. Amount of debris collected per area
14. SPECIAL STREET SWEEPING
Occasional sweeping required by Contractor to include add -on scheduled and non-
scheduled street sweeping of special events, spills, and unusual conditions or any other sweeping
requested by the City not included in routine/scheduled sweeping. Billing for special sweeps is
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based on an hourly rate with travel time included as per bid item and no additional compensation
will be allowed. Street sweeper shall temporarily postpone scheduled sweep and respond to
special sweep locations once contact has been made to contractor's office or field personnel by
City staff. Scheduled sweep will resume once special sweep has been completed so as location
may be inspected and verified for cleanliness. Special sweeps are to be completed during an
agreed upon time.
15. EMERGENCY SWEEPS
Occasional sweeping required by contractor to include non -hazardous spills, accident
cleanups and unusual conditions which would require after -hour, weekend and holiday
responses. Response to emergency sweeps shall be within two (2) hours of notifications by City.
Contractor shall provide City with name and phone number of contact person for after -hour
emergency sweeps.
16. RE -SWEEPS
Re -sweeps are those required by the Contractor when, after inspection by the City, are
deemed not to meet the stated performance standards, or when a street or section has been
missed during the regularly scheduled street sweeping. Re -sweeps are completed at the expense
of the Contractor.
Responses to re -sweeps shall be within twenty -fours (24) after being notified by the City
representative and are to be completed at the expense of the Contractor. High profile re -sweeps
will be completed prior to 3:30 p.m. the same day contractor was notified by City representative,
when applicable.
Arterial and parking lot re -sweeps will be completed prior to 7:00 a.m. the following day
after contact by City representative and are to be completed at the expense of the Contractor.
High profile arterial re -sweeps will be completed prior to 3:30 p.m. the same day the Contractor
was notified by City representative, when applicable.
Contractor shall notify City representative when re -sweeps are completed so City staff
may inspect and verify work.
III. Instructions and Conditions
The following instructions and conditions apply to this Request For Proposal:
A. General Conditions
1. Right to Reject Proposals
The City of Vernon reserves the right to reject any or all proposals submitted. Any award
made for this engagement will be made to the contractor, which, in the opinion of the City, is
best qualified to conduct the project.
2. Proposal Evaluation Criteria
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Proposals will be evaluated on the basis of their response to all provisions of this RFP.
The City of Vernon may use some or all of the following criteria in its evaluation and
comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list.
The order in which they appear is not intended to indicate their relative importance:
a. Previous experience and demonstration of a record of success on work
previously performed for the City or similar work performed for others.
b. Experience and background of project lead and staff to perform work within
the specified time.
c. Ability to work effectively with City staff, other public agencies and related
parties as directed during the course of the services.
d. Fees for the work.
B. Proposal Format And Content
Proposals should be typed as brief as possible. They should not include any elaborate or
unnecessary promotional material. Each contractor should adhere to the following order and
content of proposal sections:
1. Background and Approach
The Background and Approach Section should describe your understanding of the City,
the work to be done, and the objectives to be accomplished.
2. Methodology(ies)
This section should clearly describe the methodology or methodologies to be used to
carry out the specific work tasks described in the Work Plan.
3. Work Plan
Describe the sequential work tasks planned to carry out in accomplishing this project.
4. Related Experience
Describe recent, directly related experience. Include on each listing the name of the
client; description of the work done; primary client contact, address and telephone number; dates
for the project; name of the Project Director and/or Manager and members of the proposed
project team who worked on the project, as well as their respective responsibilities. At least
three references should be included. The City of Vernon reserves the right to contact any of the
organizations or individuals listed.
5. Fee Information
The following information is to be submitted inside a sealed separate envelope marked
"City of Vernon, Citywide Street Sweeping - Fee Information:"
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• Estimate of total fee each month for all work.
• Estimate of other direct costs by item.
• Hourly fee schedule for special events, emergency sweeps.
This information does not constitute a bid. A detailed review of the merits of the
proposal will be completed before the cost information is reviewed.
6. Other Information
Include any other information you consider to be relevant to the proposal.
IV. Insurance Coverage
As part of the proposal, the Contractor shall submit a statement verifying the Contractor's
ability and commitment to obtain all the necessary insurance requirements as described in "Exhibit
B". The selected Contractor shall submit the insurance requirements specified and secure approval
by the City as a prerequisite to award of a contract. Failure to provide the insurance requirements
will be grounds for rejection of the Contractor.
V. Contract
The attached Sample Contract (Exhibit C) will be required to be executed by the
Contractor.
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EXHIBIT "B"
Insurance Requirements
INSURANCE SCHEDULE (CONTRACTOR)
Contractor shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, in at least the following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Bodily Injury Propertamag_e
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
II. Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance
documentation as the City deems necessary.
EXHIBIT "C"
Sample Contract
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 _ day of , 2007, 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
***
hereinafter referred to as the "Contractor"
***
***
RECITALS
WHEREAS, the City has determined to retain the services of an independent contractor
to perform ***; and
WHEREAS, Contractor has prepared a proposal dated , 2007,
for the Services relating to , a copy of which is attached hereto as Exhibit _ 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
WHEREAS,
acceptable to the City; and
forth below.
have been bid, and Contractor's cost proposal is
WHEREAS, the City desires to enter into an agreement with Contractor to provide the
services on a contract basis as defined in the terms and conditions set
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on , 2007, and will continue in
effect for ***.
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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 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.
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:
l . 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
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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.
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
3.01. Contractor agrees to perform * * *
3.02. 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
3.03. City may at any time, by written change order executed by the City, 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.
3.04. 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 attached hereto and
incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and
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.
Method of Performing Services
3.06. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.07. 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
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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.
3.10. 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
3.11. 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.
3.12. 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.
3.13. 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.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of * * * Dollars ($* * *).
Entire Compensation
4.02. 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.
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Payment of Compensation
4.03. 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 *** and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. 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
4.06. 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 below. Said proof of insurance shall also provide that said policy or
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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:
1. 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 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.
2. 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 $2,000,000 per occurrence.
3. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
4. 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.
Representations
5.09. 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.
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5.10. 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.
5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work under
this Agreement in a competent, professional manner, with 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.
5.12. 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.
5.13. 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.
5.14. 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
5.15. 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.
Page 7 of 14
Records, Inspection and Audit
5.16. 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 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 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
5.17. 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
5.18. 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
5.19. 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 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.
Page 8 of 14
Treatment of Confidential and Proprietary Information
5.20. 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.
5.21. 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
5.22. 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.
5.23. 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.
5.24. 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.
Progress Reports
5.25. 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
Page 9 of 14
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.
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 10 of 14
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 (P) day after mailing, whichever occurs first.
Contractor:
City:
*** City of Vernon
Attn: *** Attn: Manuela Giron,
*** Acting. City Clerk
*** 4305 Santa Fe Avenue
Vernon, CA 90058
Fax: *** Fax: 323-826-1438
Telephone: *** Telephone: 323-583-8811 ext 266
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.
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.
Page 11 of 14
- • a
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 13 of 14
` r •
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below.
Executed at , California, on , 2007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, Acting City Clerk
APPROVED AS TO FORM:
Jeff Harrison, Acting City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Page 14 of 14
SUPPORTING
DOCUMENTS
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: March 12, 2007
TO: Kevin Wilson, Director of Community Services & Water
FROM: Nelly Giron, Acting City Clerk
RE: Resolution No. 9256 - A Resolution of the City Council of
the City of Vernon Authorizing the Issuance of Request for
Proposal for Citywide Street Sweeping Services for the
Department of Community Services & Water
Transmitted herewith is a copy of Resolution No. 9256, referenced
above, which was approved by City Council on March 5, 2007.
Thank you.
NG.dr
c: Resolution File No. 9256