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Resolution No. 2012-180RESOLUTION NO. 2012-180 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE BID .OF CLEANSTREET, AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES WHEREAS, on June 5, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-80 authorizing the issuance of a request for proposals for Citywide Street Sweeping Services (the "Services"); and WHEREAS, four proposals were reviewed in response to said request for proposals based on quality of services, expertise, recommendations, and cost of services; and WHEREAS, by memorandum dated September 10, 2012, the Director of Community Services & Water has recommended that the City accept the bid of CleanStreet and enter into a services agreement with CleanStreet setting forth the terms and conditions under which CleanStreet will perform the Work (the "Agreement"). 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 approves the Agreement with CleanStreet, a copy of which is attached hereto and incorporated by reference as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement, for and on behalf of, the City of Vernon, and the Acting City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any nonsubstantive changes to the Agreement attached herein. SECTION 5: The City Council of the City of Vernon hereby directs the Acting City Clerk, or the Acting City Clerk's designee, to send a fully executed Agreement•to: C1eanStreet Attention: Rick Anderson, Director of Business Development 1937 W. 169th Street Gardena, CA 90247 SECTION 6: The Acting City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Acting City Clerk of the City of Vernon shall cause this resolution and the Acting City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 18th day of.September, 2012. L D av i S Name: A S Dan Reed, Acting City Clerk Title: - Mayor Pro-Tem _2_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-180, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 18, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of Septem 2012, at Vernon, California. (SEAL) , Aching City Clerk - 3 - EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES COVER PAGE Contractor: Responsible Principal of Contractor. Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: CleanStreet Rick Anderson, Director of Business Development CleanStreet 1937 W. 169"' Street Gardena, CA 90247 Attention: Rick Anderson, Director of Business Development Phone: (800) 225-7316 ext.108 Facsimile: [insert fax number) City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Kevin Wilson, Director of Community Services & Water Telephone: (323) 583-8811 ext. 245 Facsimile: (323) 826-1435 October 1, 2012 September 30, 2015 Total not to exceed $115,000.00 annually (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES THIS AGREEMENT is made and entered into as of October 1, 2012 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and CleanStreet, a California corporation ("Contractor). City and Contractor are collectively referred to herein as the "Parties." , RECITALS A. City desires to have certain citywide street sweeping services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to periorm'such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the. provisions of this -Agreement. Section 2. Performance. (a) Contractor shall perform the services and tasks describedandset forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and 'to the best of its ability, experience, and talent, perform all Services -under this Agreement. in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in.advance and in writing. //% 2 Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services.and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration represents all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. (c) Change in the scope of services, duties, obligations, durations or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit C attached hereto and incorporated by reference. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the Cost Schedule set forth in Exhibit B. Section 5, Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and.shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 8. Personnel. (a) . All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services -under this Agreement, including a business license. Except as provided herein below, Contractor shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City licenses and permits required under this Agreement shall be waived. Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. 3 Section 9. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) - Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any'manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. lndependent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the 4 full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation, (c) Actions Subsequent to Termination. in the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. in no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status, Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City reserves all rights to Confidential information. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon completion or termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: L - was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. 5 (c) The provisions of this section shall survive the termination of this Agreement. Section 14. Technical Materials. City reserves all rights to any and all tools, dies, pattems, plates or other similar technical materials furnished or paid for by City, and Contractor shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for Records Retention Period. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom_ , and to inspect all program data, documents, proceedings and activities. Section 16. Default: Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this. Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City; its. officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRAT)ON OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section 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. Section 1.8. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting -from -the - wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and -property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers. compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (e) Contractor shall at all times during the term of this Agreement carry, maintain and keep in full force and effect, a policy or policies of Pollution Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (f) Contractor shall require each of its sub -consultants or sub -contractors to . maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VI in the latest edition of Best's Insurance Guide. (h)' Contractor agrees -that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force.Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. The policies of insurance required by this Agreement shall contain an additional insured endorsement naming the City, its officers, officials, employees, agents, and volunteers as insured's. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. {j) The insurance provided by Contractor shall be primary to any coverage available to -City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions 7 for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its officers, officials, employees, agents, and volunteers. (k) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 19. Certification. In accordance with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following: Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 20. Standard Sggcifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book°) including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the. Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writing"by the City. Section 21. Compliance with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws 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. For purposes of this section, "Applicable Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. Section 22. Enforcement of Wa-ge and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor' Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/ times the basic rate of pay. Living Wages. In addition, Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to.ali employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. Section 23. Materials and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. Section 25. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. In the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or, applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California. The arbitration -shall be administered by JAMS pursuant to its Streamilned Arbitration Rules and Procedures. The arbitratorshall be a retired judge. All decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 27. Attorneys Fees. 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 or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 28. Goveminq_Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 9 Section 29. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral This Agreement may only be modified in writing and signed by both Parties. Section 30. Waiver. 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 whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default.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. No waiver, benefit, privilege, or service voluntarily given or performed by a partyshall give the other party any contractual rights by custom, estoppel, or otherwise. Section 31. Force Majeure. Neither party shall be• considered in default of 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 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. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its reasonable costs incurred in providing the notification required by section. 'Section 33. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt . requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information City" or "Notice Information -Vendor," as appropriate, or at such other address as may furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 34. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 35. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 36. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. 10 Section 37. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable lava. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 38. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 11 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Clea and California municipal corporation By: By: Name: William Davis, Mayor Pro-Tem Title: ATTEST: By: Name: Title: Dana Reed, Acting City Clerk APPROVED AS TO FORM: Willard G. Yamaguchi, Chief Deputy City Attorney 12 a California.co )IM 1; Iu ImitiOlIVE3 EXHIBIT A SCOPE OF SERVICES Contractor shall perform the services described in the proposal dated July 18, 2012, on behalf of the City. A copy of the Work Plan provided for in the proposal is attached hereto and incorporated by reference. In addition, the Contractors work shall conform with the following requirements: 1. 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 (maximum 8mph) of the street sweeping vehicle. 2. 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. 3. 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. 90% removal of all dirt, fines and fight objects less than 2-inches in diameter along the curb line and the entire width of the sweeper path. 4. 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. 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. WORKPLAN All streets will be swept once per week. The street sweeping will be completed between the hours of 10:00 p.m, and 5:00 a.m. Sunday/Monday thru Wednesdaylfhursday, excluding City and Federal holidays. On any week in which a holiday falls, the remaining scheduled areas will be advanced or delayed one day. CleanStreet will conform to sweeping schedules currently in place at the time of award. Currently, 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.. Personnel Supervisors: Satisfaction and consistent quality service is the foundation of our company. Our supervisors are full-time employees, not temporary hired guns. They are highly trained so all phases of the project runs smoothly. Our supervisors are directly involved with each account and job inspections to ensure quality. Although we believe that there is always room for improvement, we strive to recognize our employees for their good work. This type of supervision helps build operator pride. CleanStreet knows that street sweeping is an extremely noticeable city service that is best done properly if you wish to have satisfied residents. With our experience coupled with our approach assure the various locations that this work will be done extremely well. We can eliminate all complaints. We believe that our quality street sweeping programs is a great value when you consider the cost and negativity generated by complaints. Operators` Our first step is to educate our operators as to what is an accepted and the quality of work that is expected. Our operators are encouraged to take as many passes as are necessary to do a- great job in removing all leafs, paper, dirt, rocks, glass, bottles, cans, and other debris to ensure free flow of water in the gutter and to maintain streets. in a state of cleanliness. In combination with this approach, the CleanStreet supervisors will conduct unannounced spot checks for quality and quantity. of the work performed. Our operators are trained to value and care for their equipment. * They are knowledgeable about proper driving speed, adjustment of brooms and the most efficient and effective performance of their equipment. ECISMi/Y4 Vries : Vie' Cleaning Your Envlronrn nt (800) 225-7316 x108 1937 W. 169t' Street Gardena, CA 90247 WORK PLAN Our operators understand the importance of punctuality and the importance of quality work. Our drivers take pride in our customer's satisfaction. Repair and Maintenance Crew: CleanStreet has seven full-time mechanics who are expert in the repair and maintenance of our equipment. Our mechanics are factory trained to help ensure high quality performance of our equipment. We also have mechanics. available around -the - clock to help ensure our ability to meet our commitments. CleanStreet knows that one of the keys to customer satisfaction is dependable well - maintained equipment. Consequently, we feel that the quality of our repairs and maintenance is crucial to our sweepers. We have an additional four full-time employees who are mechanics helpers. They change of brooms, tires, -and help keep our sweepers clean. Dispatchers: The Dispatch and Operations department is the very nerve center of CleanStreet. It is from our experience that this position is very mission critical where oftentimes operational and sometimes financial decisions are made. Our dispatchers make sure that operations run smoothly. When telephone calls are received, our dispatchers will obtain the necessary information from the caller and provide the appropriate response by either facilitating an emergency sweep, special sweep, regular sweep or the handling of a complaint. This means that they make sure that the right drivers and the right equipment are appropriately matched to the job and ensure timeliness, safety and accuracy are guaranteed. Waste Diversion and Recvclincr All debris collected in the course of the street sweeping operation in the City of Vernon will be transported to Ecology Recycling in the City of Santa Fe Springs for disposal. 95% of all debris collected within the City of Vernon from the street sweeping will be composted and recycled by Ecology. We shall prepare and submit a report documenting tonnage delivered to each facirdy and copies of weight tickets for each .load. Reports will be submitted for each calendar quarter and shall be provided to the City by the 20t' of the month following the end of the calendar quarter. Storage facilities: CleanStreet will utilize their own storage facilities for all of the sweepers. 14 :_• (800) 225-7316 x108 t 1937 W. 1691h Street MCMnSbvet Cleaning Your Environment - Gardena, CA 90247 WORK PLANT Equipment; CleanStreet equips all of its trucks with global positioning satellite (GPS) system. All of the real-time data is monitored by CleanStreet dispatchers. This permits CleanStreet to monitor the drivers location, speed, time, broom position and water usage. Our Operations Analyst downloads the GPS reports on a daily basis from the Internet. The real-time data alerts the managers via a-ma.il if •the brooms are down a half hour or longer or if the sweeper exceeds its speed limit. -If this should happen, there will be communication between either the manager or the dispatcher to the sweeper's cell phone to ensure proper action is taken. Authorized City public works employees can generate and print GPS reports at any time. Data is available for six months and can be downloaded in an Excel document. We .will utilize one 2009 Tymco 600 for the performance of this project. Our Tymcos hold 250 gallons of water which results in cleaner air and less dust and particulates on the streets. Our street cleaning is listed as Best Management Practice BMP in storm water regulations get the debris is off the street before it is carried into the drain system. All street sweepers that CleanStreet will deploy will be propane powered street sweepers compliant with rule 1186.1. In order to ensure uninterrupted performance, backup will be available at all times. In case of a mechanical breakdown, backup equipment will be available at all times and will comply with AQMD Rule 430. Routine: Routing will be designed in such a manner that all time zones will be swept timely with ample time for the operator to do an excellent job. If for some reason the operator is behind or needs help, an additional sweeper and operator will be supplied to ensure timely completion of routes. Reports: The attached report is a sample of what our drivers complete for other locations. In order to suit the City, a tailor-made form will be created for each location awarded to CleanStreet. The following.Rems will be on the report: Curb miles and paved alley miles swept each day. 0 Schedule curb miles and paved alley miles swept and areas- missed. (800) 225-7316 x108 1937 W. 169t' Street ECIeenftmet Cleenleg Your envircnmenc - Gardena, CA 90247 Y� WORK PLANT When missed areas were swept. Number.of complaints received each day. IV Reasons schedule sweeping was not performed or completed as scheduled. E Waste tonnage summary and copies of waste disposal receipts. Please see sample form below. Cleaning Your Environment _ (800) 225-7316 x108 1937 W. 1691h Street Gardena, CA 90247 EXHIBIT B FEES Contractor shall be paid an amount not to exceed $9,140.74 per month to perform the Services described in Exhibit A in accordance with the Cost Schedule, a copy of which is attached hereto and incorporated as referenced. The City shall increase the annual cost of this agreement by 3/ of the increase in the Consumer Price Index for Los Angeles, each year beginning October 1, 2013. Contractor shall invoice City by the 1 st of each month for Services provided under this Agreement. Invoices shall include the period for which Services were provided, the dates of such Services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets and other supporting documents as City may require. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in dispute shall be withheld until resolution. ATTACHMENT "B" BID SHEET FEE LNFORMATION: Total Fee each month for all work: $ 9,140.74 Hourly fee schedule for special events: $ 95.00 Hourly Fee for Emergency Sweeps: $ 95.00 CleanS#reet Contractor Name Signature 09 EXHIBIT C CHANGE ORDER Exhibit C CITY OF VERNON COMMUNIT17 SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO. SUPPLEMENT NO, SKEET OF SHEETS PROJECT: P.O. NO. TO: CONTRACTOR REQUESTED BY: City of Vernon 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. Contract Amount (Base Bid $ Amount of This Change Order $ Amount of Previous Change Orders $ Total Change Orders $ Modified Contract Amount $ By reason of this change order the time of completion will be adjusted as follows: Approved: Date: Director of Community Services & Water Attest: Date: Willard Yamaguchi, City 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 psymentthemfore the prices shown above. Accepted Date: Contractor. By: Title: c: Project File/Contractor/Purchasing Rev. UNIU 1 �, EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wades: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's 'compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. CITY CLERKS -OFFICE INTEROFFICE MEMORANDUM DATE: October 9, 2012 TO: Kevin Wilson, Director of Community Services & Water FROM: Ana Barcia, Deputy City Clem RE: Resolution No. 2012-180 A Resolution of the City Council of the City of Vernon Accepting the Bid of Cleanstreet, and Approving and Authorizing the Execution of a Services Agreement by and Between the City of Vernon and Clenastreet for Citywide Street Sweeping Services Transmitted herewith is a copy of Resolution No. 2012-180 referenced above, which was approved by City Council on September 18, 2012. Please be advised that insurance verification is still pending. Thank you. Attachment c: Resolution No. 2012-180 Agreement No. 12-098 r' OFFICE OF THE CM CLERIC 4305 Santa Fe Avenue, Vernon, Cali is 90058 Telephone (323) 583M11 December 10, 2012 Rick Anderson Director of Business Development Cleanstreet 1937 W. 1691h Street Gardena, CA 90247 RE: Services Agreement Citywide Street Sweeping Dear Mr. Anderson: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement as referenced above, approved by City Council on September 18, 2012, through Resolution No. 2012-180. If you have any questions, please contact Vince Rodrigues at (323) 583-8811 extension 220. Thank you. Sincerely, Deborah R. Juarez Records Management Assistant Enclosure c: Vince Rodriguez S. Kevin Wilson Purchasing Department Resolution No. 2012-180 Agreement File No. 12-098 Exchaivelry Ind strrr f SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES Contractor: Responsible Principal of Contractor. Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE CleanStreet Rick Anderson, Director of Business Development CleanStreet 1937 W. 169"' Street Gardena, CA 90247 Attention: Rick Anderson, Director of Business Development Phone: (800) 225-7316 ext. 108 Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Kevin Wilson, Director of Community Services & Water Telephone: (323) 583-8811 ext. 245 Facsimile: (323) 826-1436 October 1, 2012 . September 30, 2015 Total not to exceed $115,000.00 annually (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period Three (3) years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES THIS AGREEMENT is made and entered into as of October 1, 2012 ("Effective Date), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and CleanStreet, a California corporation ('Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain citywide street sweeping services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform'such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the. provisions of this -Agreement. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services- (b) Contractor shall at all times faithfully, competently and'to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. 2 Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept In full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration represents all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. (c) Change in the scope of services, duties, obligations, durations or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit C attached hereto and incorporated by reference. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the Cost Schedule set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and.shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel. (a) . All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license. Except as provided herein below, Contractor shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City licenses and permits required under this Agreement shall be waived. Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. 3 Section 9. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) ' Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. lndependent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed. at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the 4 full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's liability. City's liability on any kind of claim for any loss or damage arising -out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. in no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City reserves all rights to Confidential Information. City shall grant consent if disclosure is legally required. All Confidential information shall be returned to City upon completion or termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential information shall not extend to information that: L - was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. A (c) The provisions of this section shall survive the termination of this Agreement. Section 14. Technical Materials. City reserves all rights to any and all tools, dies, patterns, plates or other similar technical materials furnished or paid for by City, and Contractor shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement Section 15. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for Records Retention Period. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities. Section 16. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default.. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 17. lndemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section 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. Section 18. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and -property damage, with minimum limits of One Million 2 Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required bylaw. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (e) Contractor shall at all times during the term of this Agreement carry, maintain and keep in full force and effect, a policy or policies of Pollution Liability insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (f) Contractor shall require each of its sub -consultants or sub -contractors to . maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Bests Insurance Guide. (h) ' Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. W At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. The policies of insurance required by this Agreement shall contain an additional insured endorsement naming the City, its officers, officials, employees, agents, and volunteers as insured's. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written _ notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (j) The insurance provided by Contractor shall be primary to any coverage available to -City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions 7 for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its officers, officials, employees, agents, and volunteers. (k) Any deductibles or self insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 19. Certification. In accordance with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following: Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 20. Standard Specifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book") including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writingby the City. Section 21. Compliange with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws 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. For purposes of this section, "Applicable Laws shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal days work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City, provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/ times the basic rate of pay. Living Wages. In addition, Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to.ali employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City 1:1 contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. Section 23. Materiels and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fall to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. Section 25. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. to the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who Is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California. The arbitration -shalt be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator- shall be a retired judge. All decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 27. Attorneys Fees. 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 or the court in the same action or in a separate` action brought for that purpose, in addition to any other relief which is obtained. Section 28. Governing Law. this Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. -01 Section 29. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified in writing and signed by both Parties. Section 30. Waiver. 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 whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default 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. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 31 Force Majeure. Neither party shall be. considered in default of 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 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. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its reasonable costs 'incurred in providing the notification required by section. Section 33. Notices, All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 34. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 35. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 36. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. 10 Section 37. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 38. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 11 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City CleqnstreqL.,a Califor 'a.co oration and California municipal corporation QIA4 c_ By: By: Name: VJeme Con,Q 0 William Davis, 0 0 If 0 Mayor Pro -Tern Title: A T: By: 4" Name: Title: Dana Reed, Acting City Clerk APPR ED AS TO FORM: Will rd G. kt chi, Chief Depuy tty Attor e 12 EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor shall perform the services described in the proposal dated July 18, 2012, on behalf of the City. A copy of the Work Plan provided for in the proposal is attached hereto and incorporated by reference. in addition, the Contractors work shall conform with the following requirements: 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 (maximum 8mph) of the street sweeping vehicle. 2. 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. 3. 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. 90% 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. 4_ 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. 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. WORK PLAN } Ht All streets will be swept once per week. The street sweeping will be completed between the hours of 10:00 p.m. and 5:00 a.m. Sunday/Monday thru Wednesday/Thursday, excluding City and Federal holidays. On any week in which a holiday falls, the remaining scheduled areas will be advanced or delayed one day. CleanStreet will conform to sweeping schedules currently in place at the time of award. Currently, 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. Personnel Supervisors: Satisfaction and consistent quality service is the foundation of our company. Our supervisors are full-time employees, not temporary hired guns. They are highly trained so all phases of the project runs smoothly. Our supervisors are directly involved with each account and job inspections to ensure quality. Although we believe that there is always room for improvement, we strive to recognize our employees for their good work.- This type of supervision helps build operator pride. CleanStreet knows that street sweeping is an extremely noticeable city service that is best done property if you wish to have satisfied residents. With our experience coupled with our approach assure the various locations that this work will .be done extremely well.. We can eliminate all complaints. We believe that our quality street sweeping programs is a great value when you consider the cost and negativity generated by complaints. Operators: Our first step is to educate our operators as to what is an accepted and the quality of work that is expected. Our operators are encouraged to take as many passes as are necessary to do a- great job in removing all leafs, paper, dirt, rocks, glass, bottles, cans, and other debris to ensure free flow of water in the gutter and to maintain streets in a state of cleanliness. In combination with this approach, the CleanStreet supervisors will conduct unannounced spot checks for quality and quantity of the work performed. Our operators are trained to value and care for their equipment. ' They are knowledgeable about proper driving speed, adjustment of brooms and the most efficient and effective performance of their equipment. c N.aeansmt800 225-7316 x108 `1937 W. 169th Street Cleaning Yaur Envlranment Gardena, CA 90247 WORKPLAN Our operators understand the importance of punctuality and the importance of quality work. Our drivers take pride in our customer's satisfaction. Repair and Maintenance Crew: CleanStreet has seven full-time mechanics who are expert in the repair and maintenance of our equipment. Our mechanics are factory trained to help ensure high quality performance of our equipment. We also have mechanics. available around -the - clock to help ensure our ability to meet our commitments. CleanStreet knows that one of the keys to customer satisfaction is dependable well - maintained equipment. Consequently, we feel that the quality of our repairs and maintenance is crucial to our sweepers. We have an additional four full-time employees who are mechanics helpers. They change of brooms, tires, -and help keep our sweepers clean. Dispatchers. The Dispatch and Operations department is the very nerve center of CleanStreet. It is from our experience that this position is very mission critical where oftentimes operational and sometimes financial decisions are made. Our dispatchers make sure that operations run smoothly. When telephone calls are received, our dispatchers will obtain the necessary information from the caller and provide the appropriate response by either facilitating an emergency sweep, special sweep, regular sweep or the handling of a complaint. This means that they make sure that the right drivers and the right equipment are appropriately matched to the job and ensure timeliness, safety and accuracy are guaranteed. Waste Diversion and Recycling. All debris collected in the course of the street sweeping operation in the City of Vernon will be -transported to Ecology Recycling in the City of Santa Fe Springs for disposal. 95% of all debris collected within the City of Vernon from the street sweeping will be composted and recycled by Ecology. We shall prepare and submit a report documenting tonnage delivered to each facility and copies of weight tickets for each load. Reports will be submitted for each calendar quarter and shall be provided to the City by the 20th of the month following the end of the calendar quarter. Stora�ae facilitles: CleanStreet will utilize their own storage facilities for all of the sweepers. (800) 226-7316 x108 11937 W. 1691h Street Cleaning Your Environment Gardena, CA 90247 WORK PLAN Equipment: CleanStreet equips all of its trucks with global positioning satellite (GPS) system. All of the real-time data is monitored by CleanStreet dispatchers. This pen -nits CleanStreet to monitor the drivers location, speed, time, broom position and water usage. Our Operations Analyst downloads the GPS reports on a daily basis from the Internet. The real-time data alerts the managers via e-mail if -the brooms are down a half hour or longer or if the sweeper exceeds its speed limit. If this should happen, there will be communication between either the manager or the dispatcher to the sweeper's cell phone to ensure proper action is taken. Authorized City public works employees can generate and print GPS reports at any time. Data is available for six months and can be downloaded in an Excel document. We will utilize one 2009 Tymco 600 for the performance of this project. Our Tymcos hold 250 gallons of water which results in cleaner air and less dust and particulates on the streets. Our street cleaning is listed as Best Management Practice BIVIP in storm water regulations get the debris is off the street before it is carved into the drain system_ All street sweepers that CleanStreet will deploy will be propane powered street sweepers compliant with rule 1186.1. In order to ensure uninterrupted performance, backup will be available at all times. In case of a mechanical breakdown, backup equipment will be available at all times and will comply with AQMD Rule 430. Routing: Routing will be designed in such a manner that all time zones will be swept timely with ample time for the operator to do an excellent job. if for some reason the operator is behind or needs help, an additional sweeper and operator will be supplied to ensure timely completion of routes. e orts: The attached report is a sample of what our drivers complete for other locations. In order to suit the City, a tailor-made form will be created for each location awarded to CleanStreet. The following.items will be on the report: • Curb miles and paved alley miles swept each day. • Schedule curb miles and paved alley miles swept and areas missed. NCIPAnSm, Cleaning Your Environment (800) 225-7316 x108 1937 W. 16e Street Gardena, CA 90247 Wo PLAN • When missed areas were swept. • Number of complaints received each day. • Reasons schedule sweeping was not performed or completed as scheduled. • Waste tonnage summary and copies of waste disposal receipts. Please see sample form below. DAM 11M BEGINNING: CONTRACTOR: (7awL*r4 t l9l W16lfh3Yntet Gardnia CA SMY awor SMfrSME'MNGi EftVNk M win MOM of WEL'1(IYTONNA4E: O (800) 225-7316 x108 1937 W. 169th Street - Cleaning Your Environment _ Gardena, CA 90247 EXHIBIT B FEES Contractor shall be paid an amount not to exceed $9,140.74 per month to perform the Services described in Exhibit A in accordance with the Cost Schedule, a copy of which is attached hereto and incorporated as referenced. The City shall increase the annual cost of this agreement by % of the increase in the Consumer Price Index for Los Angeles, each year beginning October 1, 2013. Contractor shall invoice City by the 1 st of each month for Services provided under this Agreement. Invoices shall include the period for which Services were provided, the dates of such Services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets and other supporting documents as City may require. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in dispute shall be withheld until resolution. ATTACHMENT "B" BID SHEET FEE T.NFORMATION!: Total Fee each month for all work: $ 9,140.74 Hourly fee schedule for special events: $ 95.00 Hourly Fee for Emergency Sweeps: $ 95.00 CleanStreet Contractor Name Signature EXHIBIT C EXHIBIT C CHANGE ORDER Exhibit C CITY OF VERNON COMMUNITY SERVICES & WATER, DEPARTMENT CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF w SHEETS PROJECT: P.O. NO. TO: CONTRACTOR REQUESTED BY: City of Vernon 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. Contract Amount ase Bid $ Amount of This Chan a Order $ Amount of Previous Change Orders $ Total Change Orders $ Modified Contract Amount $ By reason of this change order the time of cam letion will be adjusted as follows: Approved: Date: Director of Community Services & Water Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, ifthis 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: By: Title: e: Project File/Contractor/Purchasing Rev. U3/tU EXHIBIT D EXHIBIT D LIVING WAGE PROVISIONS Mlnimum Living Wanes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, .treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. Juarez, Debbie From: Arriola, Justin Sent: Monday, December 10, 2012 8:53 AM To Juarez, Debbie Subject: RE: Kahn, Scares, and Conway Cleanstreet has been approved. I am still waiting fora response from Rapid and Reliable. Justin Arriola Risk Management Dpt. Jarriola@ci.vernon.ca.us (323) 583-8811 ext:315 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. From: Juarez, Debbie Sent: Monday, December 10, 2012 8:31 AM To: Arriola, Justin Subject: RE: Kahn, Soares, and Conway Ok, thanks. I also need an update on Cleanstreet and Rapid and Reliable. oe6orafi juarez Wgcords Wanagement jlssistant City of Vernon - City CCerk,s Office 4305Santa'Fe; venue Vernon, CA 90058 (323) 583-8811 From: Arriola, Justin Sent: Monday, December 10, 2012 8:20 AM To: Juarez, Debbie Subject: RE: Kahn, Soares,,and Conway Clean Harbors has provided all of the requested documents. I just need to have Teresa or Nicholas review and approve it. Kronick has also provided all of the requested documents. should have these two approved before 10-11 Justin Arriola Risk Management Dpt. Jarriola@ci.vernon.ca.us (323) 583-8811 ext:315 i. Cif.,.; 0 a j EXHIBIT B MT11ky Services FEES Contractor shall be paid an amount not to exceed $9,140.74 per month to perform the Services described in Exhibit A in accordance with the Cost Schedule, a copy of which is attached hereto and incorporated as referenced. The City shall increase the annual cost of this agreement by 3/ of the increase in the Consumer Price Index for Los Angeles, each year beginning October 1, 2013. Contractor shall invoice City by the Vt of each month for Services provided under this Agreement. Invoices shall include the period for which Services were provided, the dates of such Services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets and other supporting documents as City may require. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in dispute shall be withheld until resolution. RECEIVED SEP 10 2012 RECEIVED CITY ADMINISTRATION SEP 112012 STAFF REPORT CITY CLERK'S OFF60MMUNITY SERVICES & WATER DEPART E T A-6 DATE: September 10, 2012 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson, irector of Community Services and Water RE: Citywide Street Sweeping Services — Services Agreement The City of Vernon Engineering Department requested proposals from street sweeping 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. Sweeping services shall be provided through motorized sweeping vehicles. Sweeping shall include curbs and gutters along all streets and raised center median islands and full width of all alleys in the City. In addition, the City seeks sweeping services prior to and after any special events, as well as 24-hour emergency sweeping services upon a two (2) hour telephone notification. The Department obtained proposals from Nationwide Environmental Services, R.F. Dickson Co. Inc. and C1eanStreet. City staff is recommending that CleanStreet be retained to provide for citywide street sweeping services based on quality of services they can. provide, expertise, recommendations from their references and the cost of services. The City Attorney's office prepared the enclosed Services Agreement between the City of Vernon and C1eanStreet for the citywide street sweeping. It is my recommendation that the City Council approve said Services Agreement with an effective date of October 1, 2012. Thank you. SKW/vr Enclosure z - `Sf VELY iNOJ COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM A-6 TO: Mark Whitworth, City Administrator FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: September 10, 2012 SUBJECT: Citywide Street Sweeping Services — Services Agreement The City of Vernon Engineering Department requested proposals from street sweeping 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. Sweeping services shall be provided through motorized sweeping vehicles. Sweeping shall include curbs and gutters along all streets and raised center median islands and full width of all alleys in the City. In addition, the City seeks sweeping services prior to and after any special events, as well as 24-hour emergency sweeping services upon a two (2) hour telephone notification_ The Department obtained proposals from Nationwide Environmental Services, R.F. Dickson Co. Inc. and CleanStreet. City staff is recommending that CleanStreet be retained to provide for citywide street sweeping services based on quality of services they can provide, expertise, recommendations from their references and the cost of services. The City Attorney's office prepared the enclosed Services Agreement between the City of Vernon and CleanStreet for the citywide street sweeping. Enclosed is a Staff Report recommending that the City Council approve said Services Agreement with an effective date of October 1, 2012. Please place this item on the next City Council agenda. Thank you. SKW/vr Enclosure CHANGE ORDERS CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: CLEANSTREET CONTRACT PURPOSE: Citywide Street Sweeping - Three (3) month extension CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE [ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) V ERVICES ❑ MATERIALS VBUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $345 000.00 115 000 for three ears Charge Acct. No(s) 011-1043-5900000 Amendment Value $ 372 .16 115 o Contract is an Amendment to Contract Nob V`343(if applicable) RESPONSIBLE DEPA MENT PERSON: Vince Rodriguez PHONE: ext. 220 AUTHORIZATION: ❑ Approved by Council on 9/20/12 (Check One) Resolution No. 2012-180 (if applicable) "pproved by City Administrator on 10/15/15 Note: Attach supporting documentation []Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date (1) Responsible Department PersonLJ— Checks substance of contract and assembles two (2) copies of contract, insurance & bond documents, certifies compliance with Competitive Bidding and Purchasing Ordinance (2) Liability and Claims Approves insurance and sureties, if bonds required �l 1 (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances V and reflected in current budget (4) City Attorney k1 12AS Approves contract as to form, verifies bonds and insurance included (5) City Signatory Signs all copies on behalf of City (6) City Clerk — Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor, notifies IT to remove related RFP/bid notice, notifies any "consultant" of duties to file Form 700, if applicable Rev. 1 /27/14 TRANSMITTAL COMMUNICATION of OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 November 4, 2015 Rick Anderson Director of Business Development Cleanstreet 1937 W. 1691h Street Gardena, CA 90247 RE: Services Agreement Citywide Street Sweeping — Change Order No. 1 Dear Mr. Anderson: The insurance requirements have been met. Transmitted herewith is a fully executed copy of the original change order as referenced above, approved by the City Administrator on October 15, 2015. If you have any questions, please contact Vince Rodriguez at (323) 583-8811 extension 220. Thank you. Sincerely, Uorah R.Juarez Records Management Assistant Enclosure c: Vince Rodriguez S. Kevin Wilson Purchasing Department Resolution No. 2012-180 Agreement File No. 12-098 Ezcfusivefy Industriaf CHANGE ORDER CITY OF VERNON PUBLIC WORKS, WATER AND DEVELOPMENT SERVICES CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. _ SHEET 1 OF 1 SHEETS PROJECT: Contract No. CS-0543 CITYWIDE STREET SWEEPING SERVICES EDEN Project No. N/A REQUESTED BY: City of Vernon Supplemental No. TO: CleanStreet CONTRACTOR 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 111V UUVU 1 This ChanEe Order Provides for: Three (3) month extension of the Citywide Street Sweeping Contract approved by City of Vernon Resolution No. 2012- 180 between the City of Vernon and CleanStreet to provide Citywide Street Sweeping services. The street sweeping costs shall remain the same for a three month period commencing October 1, 2015 to December 31, 2015. $ 9,199.72 x 3 months = Total amount of this change order: $27,599.16 $ 27,599.16 Contract Amount Base Bid) ............................................... Amount of This Change Order ............................................. Amount of Previous Change Orders ......................................... Total Change Orders .......................................... Modified Contract AmountI ............................................. I .......... $ $ $ $ $ 345,000.00 27,599.16 0.00 27,599.16 372,599.16 By reason of this change order the time 01' Three Months- 90 Calendar days completion will be adjusted as follows: Date: Approved: ark Whitworth, City Administrato Date: 7-0 l S Attest: - rTa E. Ayala, City Clerk We, the undersigned C ntractor, have given careful consideration to the change proposed and including except as may otherwise be noted above, hereby agree, if this proposal is approved, that we will provide all and perform all services necessary for the work above specified, and labor, equipment and materials, overhead, will accept as full payment therefore the prices shown above ��jj Q �✓ Accepted te: _ Contractor: (A 1 G �G By: Title: RP., nt/t�z c: Projec,4 File/C:ontfaclgWvarchasmg INSURANCE DOCUMENTS CLEAINC-01 JTURNER ACORN" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)4/6/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OD28764 Orion Risk Management Insurance Services, Inc. 1800 Quail Street, Suite 110 Newport Beach, CA 92660 CONTACT NAME: Jane Turner P IC, Ext (949) 263-8850 aC No): (949) 263-8860 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:United States fire Insuance Company INSURED CleanStreet, Inc. 1937 -169th Street Gardena, CA 90247 INSURER B : Crum & Forster Specialty Insurance Company 44520 INSURERC:Alaska National Insurance Company 38733 INSURER D : INSURER E : INSURER F rnvcoer_Gc C.ERTIFIrATF NUMRFR: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR R TYPE OF INSURANCE INSD WVD POLICY NUMBER MM DDY EFF MM DD POLICY L.XP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 CLAIMS -MADE X OCCUR X 5068804464 04/01/2015 04101I2016 D AGE To PREMISES Es occurrence $ 1,000,000 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,00 POLICY ❑ PRO-- LOC OTHER: AUTOMOBILE LIABILITY Ea a=SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO 5068804464 04/01/2015 04/01/2016 BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE 5238019116 04/01/2015 04/01/2016 AGGREGATE $ 5,000,000 DED X RETENTION $ 0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN -1 15DWS08875 04/01/2015 04/01/2016 X STATUTE ERH E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) **10 Day notice will apply for non payment of premium..** City of Vernon, its employees, officers, officials, volunteers and agents are included as additional insured per the terms and conditions of the attached endorsements as required by written contract. 30 days notice of cancellation except 10 days for non-payment. IN1SMANCE APPROVED CITY OF VERNON R! ANA E T 1 t HULUtK City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 DATE .A-I,-NILLIAM f VF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1 , 1RECTOR OF PIMA CETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V lyStf-ZUl4 AL:VKU I.VKYVKAI IVIV. Ail ngnis reserves. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ORION R ISK MANAGEMENT March 31, 2015 RE: CleanStreet, Inc. Notice of Cancellation To Whom It May Concern: As a service to our valued client, Orion Risk Management will provide at least thirty (30) days notice of cancellation to the certificate holder listed on the Acord 25 certificate of insurance should any of the policies descripted in the attached certificate be 1) cancelled by the insurer, other than for non-payment of premium (ten (10) days notice of cancellation for non-payment/non-reporting), and 2) cancelled more than 30 days prior to the expiration date of the policy (if such cancellation occurs less than 30 days prior to expiration, Orion will provide as much prior notice as practicable). if notice is mailed, proof of mailing notice to the certificate holder to the postal mailing address as shown in the schedule will be sufficient proof of notice. Thank you and please contact our office if you should have any questions. Be t regards, Tris a Engelhart, CIC, , CISR, CRIS Corporate Vice President /te NEWPORT BEACH OFFICE ORIONRISK.COM z .. ��SURANCE s;01RE ROv MD T CITY OF VERNON R �` 3 �� L 0 p TE pon OF FINANCE Policy Number: 560-880446-4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE (dame of Person or Organization: Any person or organization that the insured has agreed by written contract or written agreement to name as an Additional Insured and executed prior to the occurrence of any loss. Location and Description of Completed Operations: Per contract Additional Premium: None (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section 11— Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule. This person or organization is included as an insured only with respect to liability arising out of "your work" for that insured at the location designated and described in the Schedule and included in the "products -completed operations hazard". All other terms and conditions remain unchanged. INSUPANCE APPROVED CITY iATE EnNON I K MANAG NT — ILLIA DIRECTOR OF FINANCE FM 101.0.2617 04 11 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: 506-880446-4 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): I Location(s) Of Covered Operations Any person or organization with whom you have Per Contract agreed, through written contract, agreement or permit executed prior to the loss, to provide additional insured coverage. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to B include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. INSURANCE APPROVED CITY OF VERNON MWAG&ENT WILDIRECT With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CLEANSTREET FOR CITYWIDE STREET SWEEPING SERVICES COVER PAGE Contractor: Responsible Principal of Contractor. Notice Information -Contractor. Notice Information - City: Commencement Date: Termination Date: Consideration: CleanStreet Rick Anderson, Director of Business Development CleanStreet 1937 W. 169"' Street Gardena, CA 90247 Attention: Rick Anderson, Director of Business Development Phone: (800) 225-7316 ext. 108 Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Kevin Wilson, Director of Community Services & Water Telephone: (323) 583-8811 ext. 245 Facsimile: (323) 826-1435 October 1, 2012 . September 30, 2015 otal not to exceed $115,000.00 annually anrn es a appableaes)oe particularly described in Exhibit B Records Retention Period Three (3) years STAFF REPORT RECEIVED of `FR O,OCT 15 2015 CITY ADMINISTRATION s��'ELY tN� COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM A-6 TO: Mark Whitworth, City Administrator FROM: Samuel Kevin WilsoH, l irector of Public Works, Water and Development DATE: October 15, 2015 SUBJECT: Citywide Street Sweeping. Services — Request for Extension The City's current contract with CleanStreet expired on September 30, 2015. CleanStreet performs street sweeping services once per week and includes all curbs and gutters of each street as well as the concrete medians and alleys. City Staff is currently working on a new bid proposal for the . citywide street sweeping contract and will be advertising next week. The Engineering Department originally advertised this project in July, 2015 but the bid was cancelled due to uncertainties of the need to require prevailing wages for street sweeping projects. This issue has now been resolved and prevailing wages will not be required. The Engineering Department is requesting authorization to extend the existing contract with CleanStreet for a period of three (3) months. This will give us the opportunity to advertise and bring another contractor on board and to not disrupt the street sweeping in our city. CleanStreet has agreed to extend the contract at the same monthly costs. Staff is requesting a three month extension with CleanStreet at a total cost of $27,599.16 . SKW/vr Enclosures