1.5 Care of Work.
The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.
1.6 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.7 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.8 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and 01135.0014/628870.3 LNl. 2/14/2020
-4-
incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Hundred Eighty Two Thousand, Four Hundred Twenty Five Dollars and Forty-Four Cents ($482,425,44) per year (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.7 or subject to regular inflationary adjustment.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Expenses Included in Contract Sum.
The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance.
By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement.
City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
01135.0014/628870.3 LNL 2/14/2020
-5-
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon the Commencement Date defined in Section 3.4 and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Maieure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused. Contractor's sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
The "Commencement Date" of this Agreement shall be July 18, 2020, or the expiration of the 2012 Agreement as amended, whichever is earlier. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years, with two (2) one-year extensions from the Commencement Date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"k
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor ("Principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
01135.0014/628870.3 LNL 2/14/2020
-6-
Ani Samuelian President
(Name) (Title)
Neiteh Per Bedrossian Operations Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be the City Manager or such person as may be designated by the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, 01135.0014/628870.3 LNL 2/14/2020
-7-
compensation or hours of service. Contractor shall perfonn all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liabilitv Insurance (Occurrence Form CGQOOl or equivalent). A policy of commercial general liability insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability.
Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000.00 per occurrence for all covered losses and no less than $2,000,000.00 general aggregate. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "anv auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance 01135.0014/628870.3 LNL 214/2020
written on a per occurrence for bodily injury and property damage in an amount not less than $2,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. A policy of ^N/A insurance in an amount not less than $ ^N/A per claim with respect to loss arising from the actions of Contractor performing professional services hereunder on behalf of the City. (e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. (a) All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. (b) No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
(c) All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY
01135.0014/628870.3 LNL 2/14/2020
-9-
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Confractor Initials
(d) City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (e) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification liabilities as provided in Section 5.3.
(f) In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
(g) Sufficiency of Insurer or Surety: Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within 10 days of receipt of notice from the Risk Manager.
01135.0014/628870.3 LNL 2/14/2020
-10-
5.3 Indemnirication.
To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder. Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney's fees.
Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.
01135.0014/628870.3 LNL 2/14/2020
-11-
5.4 Indemnity for Other Than Design Professional Liability.
Other than in the performance of design professional seryices and to the fliil extent permitted by law, Contractor shall indemnify, defend and hold harmless City and City's Parties from and against any liability (including liability for claims, suits, actions, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any indiyidual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, inyoices, youchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and seryices performed hereunder (the "books and records"), as shall be necessary to perform the seryices required by this Agreement and enable the Contract Officer to eyaluate the performance of such seryices. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall haye full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall haye access to such records in the eyent any audit is required. In the eyent of dissolution of Contractor's business, custody of the books and records may be giyen to City, and access shall be proyided by Contractor's successor in interest. Notwithstanding the aboye, the Contractor shall fully cooperate with the City in proyiding access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the seryices required by this Agreement as the Contract Officer shall require.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, suryeys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials"), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be deliyered to City in a format of the City's choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall haye no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents oil35.0014/628870.3 LNL2/14/2020
-12-
without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment. Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentialitv and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed hereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fiilly with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other 01135.0014/628870.3 LNL 2/14/2020
-13-
appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes: Default.
In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien. City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party 01135.0014/628870.3 LNL 2/14/2020
-14-
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein. Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination. Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon ninety (90) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the Commencement Date of the written notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorney's Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any 01135.0014/628870.3 LNL 2/14/2020
-15-
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
7.10 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Five Hundred Dollars ($500.00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liabilitv of Citv Officers and Emplovees.
No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
01135.0014/628870.3 LNL 2/14/2020
-16-
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with ail of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens.
Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney's fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title). City of Bell, City Hall, 6300 Pine Ave., Bell, California 90201 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Email may be utilized by either Party for notice, so long as previously agreed-to in writing by both parties, with such emails including delivery and read receipts. Either party may change its address by notifying the other party of the change of address in writing (including email, delivery and read receipt confirmed).
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration: Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
01135.0014/628870.3 LNL 2/14/2020
-17-
9.5 Severabilitv.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5.
Nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation, including but not limited to the Political Reform Act (Government Code Sections 81000, et seq.)
Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Contractor's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 01135.0014/628870.3 LNL 2/14/2020
-18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
City of
ATTEST:
Angela Bustamante, City C1
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Al(^htfe, City Attorney
trporation
Ali Saleh, Mayo
CONTRACTOR:
Nationwide Environifrental Services, Div. of
epiiig
Name:^ . , \
Title;
Name:
Title: CoW-'^c .
Address: 11914 Front Street
Norwalk, CA 90650
Attn: Nejteh Der Bedrossian
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01135.0014/628870.3 LNL 2/14/202019
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
FE8 2 9 im
, 2020 before me,, personally appeared
SEE ATTACH
notary CeRTI On
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they exe^i^i^^gy|e^ame in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument me person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
ED
IFICATE
iary Poblk
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
□
□
□
□
□
□
□
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) □ LIMITED
□ GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED
DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED
ABOVE
01135.0014/628870.3 LNL 2/14/2020
=1
V.
i'!:c ■
•'-i;'
»
■u. .
3 LT
s
'f/ 'H- M''-\W
X:
"/
i.-?
r&
ALL-PURPOSE ACKNOWLEDGMENT
Duplicate Embossment
On Original Document
Delbert James Conrad, Notary Public
FEB 2 9 2020
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENTCIVIL CODE §
A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County ofLos Angeles)
OnFEB 2 9 2020before me,
Delbert James Conrad, Notary Public
DateHere Insert Name and Title of the Officer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name{s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the p8rson(s). or the entity upon behalf of which the person(s) acted, executed the instrument. iftut -*• -*"
DELBERT JAMES CONRAD
Notary Public - California
Los Angeles County
Commission # 2179588
Mv Comm. Expires Jan 13, 2021
Delbert James Conrad, Notary Public
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Place Notary Seal Above
Signature _L yiUt^/rw)
Signature of Notary Public
Ibert James Conrad, Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document .
Title or Type of Document: ^i^^^-^'^ocument Date:
Number of Pages: 1 ^ Signer(s) Other Than Named Above:
Capaclty(ies) Claimed by Signer(s)
Signer's Name:Signer's Name:
FEB 2 9 2D20
irporate Officer — Tltle(s):
Parfrter ~ ; Limited □ General
[j Indlvidu^K. C Attorney in Fact
; : Trustee ; Guardian or Conservator
□ Other:
Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 iorporate Officer — Tltle(s):
ParflTsc— □ Limited □ Genera!
□ lndividuaT\^^^ □ Attorney in Fact
1 1 Trustee ^SsiGuardian or Conservator
□ Other:
Signer Is Representing:
CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of the document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On March 2, 2020, before me, Minel Heras, Notary Public, personally appeared Suzy Rita Samuelian who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.[SEAL]
Signature
MINEL HERAb
^ Notary Public - California K
Los Angeles County z
VJ Commission # 2176585 |
^ MvComrr Expires Dec
EXHIBIT "A"
SCOPE OF SERVICES
STREET SWEEPING, BUS SHELTER CLEANING AND SIDEWALK CLEANING SERVICES (the "Services")
I. STREET SWEEPING SERVICES
1. Street Cleaning; Cleanliness and Appearance: The primary objective of street sweeping is to pick up all leaves, paper, dirt, rocks, cans or other debris to ensure free flow of water in the gutters and maintain streets, alleys and parking lots in the state of cleanliness.
Contractor shall sweep the streets designated by the City of Bell using an SCAQMD approved Alternative Fueled CNG (Compressed Natural Gas) Street Sweeper meeting Rule 1186(PM10)and 1186.1. Sweeper will sweep with sufficient diligence to maintain streets free from accumulated litter, dirt and other debris as judged by the Contract Officer taking into consideration any complaints or comments received from the public.
2. Sweeping Routes and Schedule: See attached map. Exhibit A-1.
3. Hours of Operation: Contractor will sweep the streets during the following hours:
Commercial and Arterial Streets shall be swept between the hours of 10:00 PM and 6:00 AM.
Residential Streets shall be swept between the hours of 2:00 AM and 5:00 AM.
4. Alleys and Parking Lots: As part of its obligation to provide street sweeping services as provided in this Exhibit, Contractor agrees to also sweep City-owned or controlled alleys and parking lots, as shown in Exhibit A-4, attached hereto and incorporated in by reference, at no cost to the City in accordance with the schedule set forth in Exhibit D.
5. Holidays: Contractor will be required to perform a make-up sweep on the following holidays on the next available day:
i. New Year's Day
ii. Martin Luther King Jr. Day
iii. President's Day
iv. Memorial Day
V. Independence Day (4th of July)
vi. Labor Day
vii. Thanksgiving Day
viii. Christmas Day
6. Inclement Weather: Contractor will not be required to sweep the streets when inclement weather prevents effective street sweeping. Areas which cannot be swept due to inclement weather shall be swept the follow available day.
7. Adherence to Sweeping Schedule: Contractor shall adhere to the established sweeping schedule (Exhibit D) and have sufficient back up equipment to assure scheduled 01135.0014/628870.3 LNL 2/14/2020
sweeping. Exceptions to meeting the schedule are inclement weather and natural or man-made disasters that render sweeping impossible.
8. Disposal of Debris: Contractor shall dispose of all debris collected from street sweeping and bus stop receptacles into a roll off bin located at the contractor's center of operation.
Said debris shall be hauled by the contractor and disposed of at the BelArt Transfer Station under the City's account. The City of Bell will be responsible for the cost of disposal.
9. Water Usage: City will provide water to the Contractor and the Contractor will be responsible to provide the City with a monthly count.
10. Compliance with Environmental Regulations: Contractor shall comply with all regulations of the California Air Resources Board and California Regional Water Quality Control Board.
II. BUS SHELTER CLEANING SERVICES
1. Bus Shelter Cleanliness and Appearance: Contractor shall clean the bus shelters and bus stops specified herein with sufficient diligence to maintain them free from accumulated graffiti, litter, dirt, and other debris as judged by the Designated City Representative taking into consideration any complaints or comments from the public.
2. Hours and Days of Operation: Contractor shall clean the bus shelters of the City of Bell between the hours of 10:00 PM and 6:00 AM, Monday through Saturday.
3. Bus Shelter Cleaning Services: Contractor shall perform the following services:
i. Remove all graffiti from shelters, roof, benches, poles, refuse receptacles, and the sidewalk within a seven-foot perimeter every other day. ii. Remove all trash and debris, empty refuse receptacles, and replace liners as needed.
iii. Steam clean entire area around bus shelters and bus stops within a seven foot perimeter of shelter and public right of way removing all debris including but not limited to gum, grease, and stains every other day. iv. Rinse shelter including poles, roof, and bench every other day.
V. See attached map. Exhibit A-2
vi. List of Bus Shelter Locations, Exhibit A-2.1
III. SIDEWALK CLEANING SERVICES
1. Sidewalk Cleanliness and Appearance: Contractor shall clean the sidewalks in the City of Bell with diligence to maintain them in a sanitary condition with priority in the areas of greatest need. Sidewalks will be maintained in appropriate level of cleanliness and appearance as judged by the Designated City Representative taking into consideration any complaints or comments received from the public.
2. Sidewalks to be Cleaned: Contractor shall clean the commercial sidewalks of the City of Bell. The commercial area is defined as both sides of Florence Avenue between the Los 01135.0014/628870.3 LNL 2/14/2020
Angeles River and the eastern boundary of the City, Atlantic Avenue from the northern to southern boundaries of the City and Gage Avenue between western and eastern boundaries of the City.
Contractor shall pressure-wash the sidewalks of the City of Bell. Sidewalks are categorized into 3 zones, High Foot Traffic, Regular Foot Traffic, and Low Foot Traffic Areas:
i. High Foot Traffic Area: Shall be pressure washed once per week in the following locations: Both sides of Atlantic Blvd., from city limit to city limit. Both sides of Florence Ave., from Otis Ave. to King Ave. ii. Regular Foot Traffic Area: Shall be pressure washed twice per month in the following locations: Both sides of Gage Ave., from western city limit to King Ave.; Both sides of Florence Ave., from western city limit to Otis Ave.; Both sides of Florence Ave., from King Ave to Sherman Way. iii. Low Foot Traffic Area: Shall be pressure washed once every two months in the following locations: Both sides of Gage Ave., from King Ave to eastern city limit; Both sides of Florence Ave., from Sherman Way to eastern city limit.
iv. See attached map. Exhibit A-3.
3. Other Public Areas to be cleaned: Contractor shall clean the sidewalks and or other hard surfaces at the following public buildings and facilities by pressure washing them at least twice a month. They shall be washed at a time and in a manner that does not disrupt school sessions or other functions at the buildihgs and facilities. i. Bell City Hall;
ii. Bell Community Center;
iii. Bell Computer Education Center;
iv. Bell High School (three sidewalks surrounding school); V. Veteran's Park, including the area at the baseball bleachers and basketball court;
vi. Treder Park;
vii. Debs Park, including soccer bleacher area
viii. Camp Little Bear Skate Park.
IV. STORM WATER AND URBAN RUN OFF POLLUTION PREVENTION
The City of Bell has a Storm Water and Urban Run-off Pollution Control Ordinance codified in Section 13.08.080 of the Municipal Code, pursuant to the Federal Water Pollution Control Act, also known as the Clean Water Act, as amended, 33 U.S.C. Section 1251 et al. Copies of the Storm Water and Urban Runoff Pollution Control Ordinance are available from the City Clerk.
01135.0014/628870.3 LNL 2/14/2020
All work performed under this contract shall conform to the above referenced Bell Municipal Code. In addition the Contract is required to comply with all applicable local, state and federal clean water regulations, laws, provisions, etc. in the performance of their work.
The Contractor shall implement all applicable Best Management Practices. Best Management Practices (BMPs) are techniques used to control storm water runoff, sediment control, and soil stabilization, as well as management decision to prevent or reduce nonpoint source pollution. The EPA defines BMP as a "technique, measure or structural control that is used for a given set of conditions to manage the quantity and improve the quality of storm water runoff in the most cost- effective manner," The Contractor shall implement all applicable BMPs and ensure that all staff are properly trained and understand the BMPs.
The Contractor shall;
• Transport paint and materials to and from job sites in containers with secure lids and tied down to the transport vehicle;
• Not transfer or load paint near storm drain inlets or watercourses; • Test and inspect spray equipment prior to starting to paint. Tighten all hoses and connections and not overfill paint container; • Capture all clean-up water, and dispose of properly;
• Not remove graffiti during a rain event;
• Protect nearby storm drain inlets prior to removii^ graffiti from walls, signs, sidewalks, or other structures needing graffiti abatement. Clean up afterwards by sweeping or vacuuming thoroughly, and or by using absorbent and properly disposing of the absorbent;
• Direct runoff form sand blasting and high pressure washing (with no cleaning agents) into a landscaped or dirt area. If such an area is not available, niter runoff;
• Through an appropriate filtering device (e.g. filter fabric) to keep sand, particles, and debris out of storm drains; • Plug nearby storm drains and vacuum/pump wash water to the sanitary sewer if a graffiti abatement method generates wash water containing a cleaning compound (such as high pressure washing with a cleaning compound); and
• Consider using a waterless and non-toxic chemical cleaning method for graffiti removal (e.g. gels or spray compounds).
The Contractor may be asked to:
• Plug nearby storm drain inlets prior to the start of painting where there is significant risk of a spill reaching storm drains. Remove plugs when job is completed.
01135.0014/628870.3 LNL 2/14/2020
• Cover nearby storm drain inlets if sand blasting is used to remove paint, prior to starting work.
• Use a Sander with a vacuum filter bag.
V. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City appraised of the status of performance by delivering the following status reports:
1. Contractor shall maintain daily logs of the curb miles swept, amount of debris removed, and any problems encountered in sweeping the City streets. A summary report will submitted to the Contract Officer within ten (10) days of the end of the month.
Additionally, Contractor shall provide dump weight data tickets as part of the monthly summary report.
2. Contractor shall keep daily logs of the bus shelters cleaned hours worked and any problems incurred in cleaning of the bus shelters. A summary report will be submitted to the City within ten (10) days of the end of the month.
3. Contractor shall keep daily logs of the square footage of sidewalks cleaned, location of the sidewalks, hours worked and any problems incurred in cleaning of the Sidewalks .
A summary report will be submitted to the City within ten (10) days of the end of the month.
4. Contractor shall prepare and submit a report documenting tonnage of street sweeping debris collections delivered to each facility and copies of weight tickets for each load. Reports shall be submitted for each calendar quarter and shall be provided to the City by the 20th of the month following the end of the calendar quarter.
VI. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.
VII. Contractor will utilize the following personnel to accomplish the Services:
1. Elder Mazariegos
2. Miguel Carmona
3. Michael Reyes
4. Bduardo Castro Lopez
5. Yovanny Granados
6. Ricardo Munoz, Supervisor (562) 991-3355
7. George Ramirez, Asst. Operations Manager (562) 254-02046 And such personnel and employees duly retained by the above officers or their designees to perform the Scope of Services.
01135.0014/628870.3 LNL 2/14/2020
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. ADDITIONAL SERVICE STANDARDS. The following Sections 1.9 through 1.14 are added to the terms of the Agreement:
"1.9 Traffic Counters.
The Contractor is cautioned that, at various times and locations, portable traffic counting equipment of a type which is activated by vehicles coming in contact with a hose placed in the roadway, are used in the City. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of his contract duties, damages or causes to be damaged any of the aforementioned traffic counting equipment or appurtenances, he shall bear the entire cost of the restoration, repair, inspection, testing or replacement of said damaged equipment.
1.10 Complaints.
Complaints regarding Contractor's performance shall be transmitted to Contractor's office in writing, e-mail or via telephone and handled by Contractor's superintendent. A report shall be made promptly by Contractor and given back to the Contract Officer. Repeat complaints may be handled by joint visit to the site by a City Inspector and the Contractor's Superintendent. All complaints are to receive a follow-up response within a twenty-four (24) hour period after Contractor has been notified.
1.11 Fees and Gratuities.
Contractor shall not, nor shall it permit, any agent, employee or subcontractor employed by it to request, solicit, demand or accept, any compensation or gratuity for the sweeping of streets as herein defined, except such compensation as may be provided by this Agreement or as herein permitted.
1.12 Contractor Staging Area.
Contractor is responsible for securing an area for staging equipment and vehicles used to perform all services required under the Agreement at Contractor's sole cost. The City will not provide an area for staging. Contractor shall not stage equipment or vehicles at the Public Works Yard or on other City-owned property.
1.13 Contractor Personnel and Equipment.
(a) All Contractor staff are expected to interact with residents, the general public and City officials in a pleasant, respectful and professional manner. No personnel shall be employed on any work under these specifications that are found to be incompetent, disorderly, troublesome, intemperate, or otherwise objectionable. Any employee who fails or refuses to perform the work properly and acceptably, as determined by the City Contract Officer, shall be immediately removed from work on the City contract.
01135.0014/628870.3 LNL 2/14/2020
(b) All Contractor personnel operating sweeping equipment shall be licensed to operate such sweeper and remain in good standing with the California Department of Motor Vehicles. (c) All contract personnel shall wear uniform shirts with the company name or logo printed on them, and they shall wear reflective safety vests while working within the roadway rights-of-way. All shirts wom by Contractor's employees shall be of the same color, material and style and shall have a neat and clean appearance.
(d) All Contractor trucks and other vehicles shall be uniform in appearance and have the Contractor's name or logo identified. All vehicles and equipment shall be in good condition and appearance. All vehicles shall display a sign on both sides of the vehicle while working on City areas indicating that the Contractor is under contract with the City of Bell. (e) All equipment must be capable of sweeping a minimum eight-foot (8') width as measured from the outside edge of the gutter broom in a single pass. All equipment must be capable of cleaning streets full of litter, particulates, dirt, rocks, broken glass, leaves, and other debris. All equipment shall be capable of sweeping a cul-de-sac with a thirty-five (35) foot radius to the face of the curb, debris free.
(f) All equipment shall be properly maintained mechanically and visually so as to be in compliance with safety requirements and contract specifications. Equipment must have 360- degree beacon lights, warning lights, and back-up warning devices in compliance with work specifications and state regulations.
(g) All equipment used under this contract shall be subject to approval and periodic inspection for safety and mechanical condition by the Contract Officer or Public Safety personnel. (h) Contractor is responsible to purchase all fuel for use by the street sweepers. The City will not provide fuel as part of this Agreement.
(i) Contractor shall pay for, provide parts and materials and provide all labor necessary to perform all vehicle maintenance to the street sweepers and other equipment associated to the contract as is necessary to keep them in optimal working condition. Contractor shall pay all costs necessary to obtain or rent a similar street sweeper(s) if the Contractor's street sweeper(s) has a major mechanical failure. Street sweeping services must not be interrupted due to mechanical failures. This work shall be done at no additional cost to the City. (j) Contractor shall be responsible to pay for and provide parts necessary to keep street sweepers optimally operational. Items such as replacement brooms are included as part of the Contractor's responsibility.
1.14 Emergencv Services.
Contractor shall provide the City with the names and telephone numbers of at least two (2) contacts who can be called by City representatives when emergency conditions occur. Such work shall be performed for additional compensation unless the emergency condition is created as a 01135.0014/628870.3 LNL 2/14/2020
result of Contractor's negligence. Emergency work does not include work required as the result of the weather as described above. Emergency work will be compensated at the hourly rates established in Exhibit C. The City shall call for such assistance only in the event of a genuine and substantial emergency. Upon notification by the City of emergency conditions, the Contractor shall arrive to the site and report status within (24) hour(s) and Contractor shall charge a maximum of one (1) hour personnel response time for any response to an emergency call requiring a representative of Contractor to travel to the City."
II. LEVEL OF MAINTENANCE. The following sub-provisions are added to Section 1.5 ("Care of Work") of the Agreement:
"(a) All work shall be performed in accordance with the Schedule of Performance (Exhibit D) so as to maintain the aesthetic appearance, safety, and usefulness of the streets, alleys, medians, and parking lots.
(b) The City shall make routine inspections of all streets, alleys, and parking lots included in this Agreement and shall advise Contractor of any deficiencies noted. The results of each inspection shall be recorded and retained for reference. (c) Notices and penalties for non-performance are set forth as follows:
i. Deficiency Notice: The Contractor is required tocorrect deficiencies within one (1) working day after notification by City.
ii. Withholding of Payment: Provided work under the deficiency notice has not been completed by Contractor, payment for addressing the subject deficiency shall be withheld until the deficiency is corrected or remedied by the City. Such costs shall be determined by the City based on a percentage of the item cost per month for the area in question, using the cost for that task. iii. City's Right to Correct Deficiency: One (1) working day after issuing a deficiency notice to Contractor, City shall re-inspect the noted deficiency to verify whether the deficiency has been corrected to the satisfaction of the City. If the deficiency is not corrected the City may correct the deficiency and shall receive a bill credit for the costs incurred to do so. iv. Description of deficiencies:
• Performance deficiency. Examples include: failure to
comply with conditions, specifications, reports, schedules and/or directives from the Contract Officer.
• Failure to provide adequate equipment in compliance with City specifications and/or as requested by the Contract Officer.
V. Progressive Liquidated Damages: In addition to, and without limitation upon, any other penalties set forth in this Agreement, any first-time notice of 01135.0014/628870.3 LNL 2/14/2020
deficiency shall serve as a warning to Contractor. Issuance of a second notice of deficiency for any reason shall entitle the City to $150 per working day in liquidated damages. Any third notice of deficiency for any reason shall entitle the City to $300 per diem in liquidated damages. Any further notices of deficiency thereafter shall warrant per diem liquidated damages at the full amount ($500.00 per working day) set forth in Section 7.10. All liquidated damages provided under this Section and Section 7.10 shall accrue over each working day following issuance of a deficiency notice so long as the deficiency is uncured as required by Section 1.5(c)(i) above." III. OTHER CHANGES TO BOILERPLATE. The following sub-provisions are amended in the Agreement:
Agreement Section 4.5 is amended to read as follows (added provisions underlined):
"The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement.
Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Citv Which shall not be unreasonablv withheld or delaved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City which shall not be unreasonablv withheld or delaved.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. Transfer of stock of Contractor to and among familv members of the second degree of consanguinitv of Joe and Never Samuelian or anv of the beneficiaries of the Samuelian Revocable Familv Living Trust shall require written notice to the Citv of such transfer within 60 davs after the transfer is completed, but shall not require prior Citv approval." The second sentence of Agreement Section 7.7 is amended to read as follows (added provisions underlined):
"The City reserves the right to terminate this Agreement at any time, with or without cause, upon ninety (90) days' written notice to Contractor, except where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer.
The following amendment is made to Section 7.10 ("Liquidated Damages") of the Agreement ( additions in italics, deletions in strikeout):
"Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, 01135.0014/628870.3 LNL 2/14/2020
the Contractor and its sureties shall be liable for and shall pay to the City the sum of Five Hundred Dollars ($500.00), or such other sums of liquidated damages as specified in amended Section 1.5 at Exhibit B. as liquidated damages for each working day of delay in the performance of any services required hereunder or the cure thereof, the Schedule of Performance. The City may also withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages."
01135.0014/628870.3 LNL 2/14/2020
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Contractor shall perform the following tasks:
RATE
Street Sweeping A.$21.92 (Average Ra
B.
C.
D.
Additional Street
Sweeping per request
Bus Shelter Cleaning
Sidewalk Cleaning
UNIT
te) Curb Mile
$22.00 Curb Mile
$7.14 (Average Rate) Each
$5.43 (Average Rate) Per 1,000 SF
H. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:
A. Line items for all the service provided and indicating the month of service.
HI. The total compensation for the Services shall not exceed $482,425.44 per year as provided in Section 2.1 of this Agreement, except as may be subject to regular inflationary adjustments.
IV. Annually, Cost Adjustments will be made to the Contract Sum using the annual indexes of the "Consumer Price Index for All Urban Consumers, Los Angeles—all items," as published by the U.S. Department of Labor, Bureau of Labor Standards.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:
A. Commencement of Services ("Commencement Date"): Services will commence on July 19, 2020.
B. Street Sweeping Schedule: Contractor shall sweep the streets of City of Bell according to the following schedule:
1) Residential Streets West ofAtlantic Blvd. - Estimated 20.5 Curb Miles - Sweep twice a week;
2) Residential Streets East ofAtlantic Blvd. - Estimated 25.6 Curb Miles - Sweep twice a week;
3) Commercial, Arterial Streets, and Streets Adjacent to Schools - Estimated
20.7 Curb Miles - Sweep six days a week;
4) Heavy Debris Residential Streets (Otis Avenue within City Limits and Wilcox Avenue within City Limits) - Otis (1.44 curb miles) and Wilcox (1.48 curb miles) - sweep six times a week;
5) See Exhibit A-1.
C. Bus Shelter Cleaning Schedule: Contractor will clean the Bus Shelters six days a week (Monday through Saturday). See Exhibits A-2 and A-2.1.
D. Sidewalk Cleaning Schedule: Contractor shall clean the commercial sidewalks by pressure washing them at least twice monthly. See Exhibit A-3.
E. Other Public Facilities Cleaning Schedule: See Exhibit A, Section 111.3.
F. Parking Lot/Alleys Sweeping Schedule: Contractor shall sweep the City-owned or controlled alleys and parking lots, as shown in Exhibit A-4, according to the following schedule:
1) The alleys colored green on Exhibit A-4 shall be swept twice per week with the residential streets;
2) The alley colored yellow on Exhibit A-4 will be swept on a quarterly basis.
Sweeping of this alley will be performed by hand and with the use of a small parking lot sweeper;
3) The parking lots colored red on Exhibit A-4 will be swept once per week. 01135.0014/628870.3 LNL 2/14/2020
II. Consultant shall deliver the following tangible work products to the City by the following dates: N/A
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
01135.0014/628870.3 LNL 2/14/2020
LEGEND
(2:00 AM-5:00 AM)
(2:00 AM-5:00 AM)
(2:00 AM-5:00 AM)
(2:00 AM-5:00 AM)
10:00 PM-6:00 AM)
WEDNESDAY & SUNDAY
WEDNESDAY & SUNDAY
WEDNESDAY & SUNDAY
WEDNESDAY & SUNDAY
FRIDAY INDUSTRIAL
ARTERIALS(10:00 PM-6:00 AM) y
MONDAY - SATURDAY (6 DAYS PER WEEK)
CORONA AVE. ELEMEN TARY (10:00 PM -6:00 AM)\
^--1 f- '5 .'A • I ' 3 \ I
MON„ TMUR.. & SAT.
'ACbpM
>urcMfi, & - ? 'fXtK'Uior
«'£« n •«
'»»»' . tAOo
L.6AG WU' ir
tuff lOtfuec
s ^ i S
-' ^ ^ My/''
ttri
«iaft /
/a
0 ft 2000
i
4000*
IhT Ou
—. liJfAKTH
^ SI
)mpanSAW ACOTKu
0^
EXHIBIT A-1
EFFECTIVE 09/18/2016
i
^AinTNI Bli jySarx f '!""•
^SK /5
SLAUSOt
dSEBoT
'/U9S-4*i f
lit 50 both ft / W 7^
«w/iw
Si2_2L/ ®l.
li«%l asj»fflQLA< p
SS^£i MOIfS
1<WP ^ »inT^
i?«U
SW tv
^ L.J
£' PBTwrfF
«sr/C/rt«r«flCT^JP^^- I W '-efj
D" 1/ / §P § 4t 5i I */ >«f all -2? la-/ ai SI'
jjyggur
ilXM AM?- -*1
cgftfip Iwnf s- -b
aareS^fr rr
niuiri' iiAX)^
-' ■ ——«
BUS STOP SHELTERS
'"a IHIS SHELTERS
^ STAND ALONETRASH RECEPTACLE
. (U9
AW
EXHIBIT A-2
REVISED07/09/201S
Exhibit A-2.1, Bus Shelter List
13528 0ag8A\^.SWComwSingle Shelter
23916 GaseAve.SouthsldeSln^s Shelter
34208 Gaga Ava.SouthsldeDouMa Shelter
445(K) GageAve.SouthsldeDouMe Shelter
54612 Gage Ava.SouthsldeSingle Shelter
64758 GageAve.SouthsldeSingle Sheter
74660 Gage A\^.SouthsldeSingle Shetter
65120 GageAve.SouthsldeOouNe Shelter
95121 GageAveNorth^eDotrirle Shelter
105039 GageAveNorth^deSingle Shifter
114901 GageAve.NorthstdeSh^ia Shelter
124765 GageAve.Nortl^ldeSingle Shsttar
134651 .GageAve.NorttuldeSingle Shelter
144478 GageAve.NorOisideSingle Shelter
154137 GageAve.NorthsideOout)le Shelter
103621 GageAve.Northslde. Single Shelter
,173559 GageAve.NorthsideDoiilile Shelter
183600 Florence Ave.SouthsldeSingle Shelter
194136 FtorenceAve.SouthsldeOouIdeShaKer
204800 Florence Ave.Southslde^ngla SheHar
215130 FlorBnG8Av&SmjthsldeDoutto Shelter
225151 FlorenoeAvs.NorOisldeDouNe Shelter
236001 FlorenoeAve.SW ComerDouble Shelter
244741 Florenoe Ave.NortfisideSingle Sheltsr
254401 FlorenoaAve.NoifieklaSingle Shelter
264143 FtorenceAve.IdoflhsldeDouble Shelter
273801 FtorenceAve.NorthsideDouble Shelter
283631 FtorenceAve.Northside^ngla Shelter
296401 Atlantic Ave.SW ComerSir^to Shelter
306907Mlantic AveWsstsldeSlT^le Shetter
316720 Mantle AveEastsldeSingle Shelt^
326340 Atlantic AveNE ComerSingle Shelter
338200 Atlantic AveSE ComerSingle Shelter
346411 W3o(»(Ave.WestsfdeSingle Shelter
356901 McoxAve.Vt^stslde. Single Shelter
387219 Wllcw Ave.Wsstslde' Single Shelter
376830 V\lilcox Ave.EastsldeSingle Shelter
387106 Wilcox Ave.NE ComerDoibe Shelter
394800 Eastern Ave.8E CornsrSingle Shelter
404710 Eastern Ave.NE ComerSingle Shelter
414801 EastonAve.SW CornerSingle Shelter
424821 Eastern Ave.SW ComerSi^ls Shelter
434886 Rorenoe Ave.SW ComerSli^le Shelter
444959 GageAve.NW Corner- Stand Alone Traeh Can
45' 4199GageAve.Southsids^nd Alone Trash Can
I ' Mill I
j^ia
w '—— ■ pug
MsmE
RAKDOt^
WKDOy>H
tWTO 5:
l^L«v
.y l'»''r«
iCAO^I
:' BWft , a
,' unu
SUN IN :
i""'' g; I ®lWWM ' SI <■ (>■ AV '
!"4 §; i';^
MfTee
MJMICIPAL
>
flfU K?; ,T: "■"«*! Met
5B±Z!3am eru~4v
A ncK '^v
Ik si (1 .j
••Orrci*^! scw>Mti
< iM
Wmti
JC/PAi PAPK
STtni a..(y
^ jiogrsiftf I slWijwr
Live OAK
ClAM Mac-
SatiTW-BIU fSeSEMT |K?(nU ST
sfai7scem£xLIVE CMC
niOKY
£J:MAS HIGH FOOT TRAFFIC AREA (ONCE PER WEEK)
^ REGULAR FOOT TRAFFIC AREA (TWICE PER MONTH)
□ LOW FOOT TRAFFIC AREA (ONCE EVERY TWO MONTHS)
GOJW
» „ ST
1400 2800
■
EXHIBIT A-3
REVISeD07/09/2015
BLVD EONIS
t
cj rflf -d-f
5 fSSttS,
«»»»«
f SUUSON
\
CClatPI««roia
'•i«a f
BMKdcl 2^
ww gr
LEGEND
ALLEY
' 1 "
Vo?ssv.i|/
ALLEY BY HAND
PARKING LOT
• 4012, 4022 Gage Ave
6415AtiarrtkAve
4S60 Gage Ave
NE.NWorBeckAve
and Woodward Ave
l*Mn g *«««»»
ii
C»ltfariK» s, ^
Green djxtys are swept with
residential routes. Wed &Sua
Yellow alley is swept quarterly.
Parking lots are swept on
Friday.
yOREIVC£A(,E
|| ''•thst
it
EXHIBIT A-4
jACORDCERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
05/31/2019
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 have ADDITIONAL INSURED provisions or 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
Global Risk, LLC
800 Wilahire Blvd., 2nd Floor
Los Angeles CA 90017
CONTACT
NAME; Tami Guo
PHONE ccrt PA*
fWC.No.Fxn; (213) 550-2250 fA/C. Noi:
E-mail ^
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGENAIC#
INSURER A: Bmplovers Insurance Co o£ Wasau21458
INSURED
Joe's Sweeping Inc.
dba: Nationwide Environmental Services
and JNL Building Services
11914 Front St
Norwalk CA 90650
INSURERS:Liberty Mutual Fire Insurance23035
INSURER C:Navigators Specialty Ins Co42404
INSURER D:Alaska National Insurance Co38733
INSURER E:
INSURERF:
COVERAGESCERTIFICATE NUMBER: Cert ID 182REVISION 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
LTRTYPE OF INSURANCE
ADDL
iNsn
SUBR
WYPPOLICY NUMBER
POLICY EFF
(MM/DD/YYYYl
POLICY EXP
(MM/DD/YYYY)UMITS
BXCOMMERCIAL GENERAL LIABILITY
YTB2-Z91-449522-11906/01/201906/01/2020
EACH OCCURRENCES 1,000,000
CLAIMS-MADEXOCCUR
DAMAGE TO RENTED
PREMISES /Ea occurrence)$ 1,000,000
MED EXP (Any one person)$ 10,000
PERSONAL &ADV INJURY$ 1,000,000
GE
X
TL AGGREGATE LIMIT APPLIES PER:
POLICY O O LOC
OTHER:
GENERALAGGREGATE$ 2,000,000
PRODUCTS - COMP/OP AGG$ 2,000,000
s
A
AU1
X
X
OMOBILEUABIUTY
ANY AUTOASC-Z91-449522-03906/01/201906/01/2020
COMBINED SINGLE LIMIT
(Ea accident)$ 1,000,000
BODILY INJURY (Per person)s
AUTOS ONLY
HIRED
AUTOS ONLYX
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
BODILY INJURY (Per accident)s
PROPERTY DAMAGE
(Per accident)s
s
CXUMBRELLA UAB
EXCESS UAB
XOCCUR
CLAIMS-MADE
LA19EXCZ020H6IC06/01/201906/01/2020EACH OCCURRENCE$ 1,000,000 AGGREGATES 1,000,000
DED RETENTIONS5
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY y,
ANYPROPRIETOR/PARTNER/EXECUTIVE j j
OFFICER/MEMBEREXCLUDED? N
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/A
19F HS 1148006/01/201906/01/2020
V PER OTH- X STATUTE ER
E.L EACH ACCIDENT$ 1,000,000
E.L DISEASE • EA EMPLOYEE$ 1,000,000
E.L. DISEASE - POLICY LIMIT$ 1,000,000
s
s
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Bell is an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier.
CERTIFICATE HOLDERCANCELLATION
City
City
of Bell
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
Clerk
6330Pine AvenueAUTHORIZED REPRESENTATIVE
( BellCA 90201
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Policy Number: TB2-Z91 ^9522-119
Item 10. Blanket Additional Insured Where Required By Written Contract Paragraph 2. of Section II - Who Is An Insured is amended to add the following:
e. Additional Insured by Written Contract or Written Agreement The following are insureds under the policy when you have agreed in a written contract or written agreement to provide them coverage as additional insureds under your policy:
(1) Lessors of Leased Equipment: The person{s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s).
(2) Managers or Lessors of Premises: Any manager or lessor of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage.
The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your employees, your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below.
If the written agreement obligates you to procure additional Insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence.
This insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; or (b) Any premises for which coverage is excluded by endorsement. (3) Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization.
(4) Any Person or Organization Other Than a Joint Venture: Any person or organization (other than a joint venture of which you are a member) for whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations; or
(b) In connection with premises owned by you.
This insurance does not apply to:
1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf;
2. Any person or organization whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports.
surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or
3. Any person or organization more specifically covered in Paragraphs e.(1) through (4) above.
The insurance afforded to any person or organization as an insured under this Paragraph I.e.:
(1) Applies only to coverage and minimum limits of insurance required by the written agreement or written contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; (2) Does not apply to any person or organization for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this policy applies to that person or organization with regard to the "bodily injury", "property damage" or "personal and advertising injury"; (3) Applies only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and (4) Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed.
Item 11. Blanket Additional insured - Grantors Of Permits Paragraph 2. of Section II - Who Is An Insured is amended to add the following:
Any state, municipality or political subdivision with respect to any operations performed by you or on your behalf, or in connection with premises you own, rent or control and to which this insurance applies, for which the state, municipality or political subdivision has issued a permit.
However, this insurance does not apply to:
1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision;
2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written contract or agreement initiated prior to loss; or
3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf
LC 04 44 04 12
May 8, 2023
Mr. Gabino Luna
Public Works Manager
City of Bell
6330 Pine Avenue
Bell, CA 90201
Subject: Agreement for Contract Services
Dear Mr. Luna:
Willdan Engineering (Willdan) is pleased to continue providing as-needed professional services to the City of Bell under our current Agreement for Contract Services (Agreement). We understand that the current Agreement expires on June 30, 20 23, and the City is planning to exte nd it for one more year (Fiscal Year 20 23-24). For the duration of the one-year extension, Willdan is committed to providing the same scope of services and maintaining the same schedule of hourly rates as shown in the current Agreement.
As a multidisciplinary firm, we have a full complement of resources under one roof, enabling us to provide a complete range of services to the City of Bell. Our firm has over five decades of experience providing a wide range of support se rvices to local government agencies thro ughout Southern California and the Western United S tates, including c ity engineering, civil and traffic engineering, water/wastewater engineering, structural design, landscape architectural, master planning, building and safety services, assessment district engineering, funding administration, geotechnical services, federal and state labor compliance, and construction management. Because we focus solely on the needs of the public sector, we have a perspective on publ ic agency issues that is unique among private consulting firms.
Following is the breakdown of the estimated fees for FY 2023-24:
• City Engineering Services $276,000
• Public Works Permits $58,000
• Development Review & Plan Check $22,000
• CIP Project Services $564,540
Total Estimated Fee $920,540
May 8, 2023
Thank you for giving us the opportunity to continue providing services to the City of Bell.
If you have any questions, please contact me at (562) 760-7752 or [email protected].
Respectfully submitted,
WILLDAN ENGINEERING
Adel M. Freij, P.E.
Director - Engineering
910005/WW.00.30/P23-145_24425
AMENDMENT NO. 5
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 5”) by and between the CITY OF BELL (“City”) and WILLDAN ENGINEERING, INC., a California corporation (“Consultant”) is effective as of the ______ day of May, 2023.
RECITALS
A. City and Consultant entered into that certain agreement for Contractual Services dated August 23, 2017 (“Initial Agreement”) whereby Contractor agreed to provide city engineering services, public works and inspection services, development review and control services, and engineering services for capital improvement projects (the “Services”) through June 30, 2020, for a Contract Sum of $2,055,000, with an annual not-to-exceed amount of $685,000.
B. City and Consultant entered into Amendment No. 1 to the Initial Agreement, dated July 24, 2019, Amendment No. 2 to the Initial Agreement, dated May 13, 2020, Amendment No. 3, dated June 23, 2021, and Amendment No. 4, dated June 8, 2022 (the Initial Agreement, as amended is collectively referred to as the “Agreement” herein) increasing the compensation due to additional services and projects and extending the term of the Agreement to June 30, 2023.
C. The Cit y and Consultant now desire to extend the ter m of the Agreement and provide for the extension of the Agreement.
D. By this Amendment No. 5, the City desires to extend the Agreement through June 30, 2024 and increase the annual not-to-exceed amount to $920,540 and the maximum compensation from $7,431,267 to $8,005,385.
E. The total maximum compensation of $8,005,385 is comprised of the actual cost already paid for services between August 23, 2017 and June 30, 2019 ($1,656,000); the actual cost already paid for services, the outstanding unpaid balance for services incurred, and the estimated balance for services requested by the City between July 1, 2019 and June 30, 2020 ($1,450,267); and the actual cost of services between July 1, 2020 and June 30, 2021 ($1,800,000), the actual cost of services between July 1, 2021 and June 30, 2022 ($1,105,000); the estimated cost for services between July 1, 2022 and June 30, 2023 ($1,073,578), and amount projected to be incurred between July 1, 2023 and June 30, 2024 ($920,540).
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section
2.1, “Contract Sum,” is hereby amended and shall now read as follows:
0 1135.0006/887938.2 -2-
“Subje
ct to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incor
porated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Million Seven Thousand Eight Hundred and Six Do
llars and No Cents ($5,007,806.00)Six Million Three Hundred and Eleven Thousand Do
llars and No Cents ($6,311,000.00) Seven Million Four Hundred Thirty One Thousand Tw
o Hundred Sixty Seven Dollars and No Cents ($7,431,267.00 ) Eight Million Five Thousand Three Hun
dred Eight-Five Dollars and No Cents ($8,005,385) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.” b. Section 3.4, “Term,” is hereby amended and shall now read as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) four (4) years from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit “D”).”
c. Exhi
bit “C,” “Schedule of Compensation,” Section IV., is hereby amended an
d shall now read as follows:
“The total compensation for the Services shall not exceed Five Million Seven Thousand Eight
Hundred and Six Dollars and No Cents ($5,007,806.00) Six Million Three Hundred an
d Eleven Thousand Dollars and No Cents ($6,311,000.00) Seven Million Four Hundred Thirty
One Thousand Two Hundred Sixty Seven Dollars and No Cents ($7,431,267.00) Eigh
t Million Five Thousand Three Hundred Eight-Five Dollars and No Cents ($8,005,385), as provided in Section 2.1 of this Agreement with an annual not-to-exceed amount of Six Hundred Eight Five Thousand Dollars and No Cents ($685,000.00) per year, and a not-to exceed amount for FY 2018-2019 of $971,000 (Nine Hundred Seventy One Thou
sand Dollars), a not-to-exceed amount for FY 2019-2020 of $1,450,267 (One Million Four Hundred Fifty Thousand Two Hundred Sixty Seven Dollars, a not-to-exceed for FY 2020-2021 of $1,800,000 (One Million Eight Hundred Thousand Dollars), a not-to-exceed for FY 2021-2022 of $1,105,000 (One Million One Hundred Five Thousand Dollars), a not-to-exceed for FY 2022-2023 of $1,073,578 (One Million Seventy-Three Thousand Five Hundred Seventy-Eight Dollars), and a not-to-exceed for FY 2023-2024 of $920,540 (Nine Hundred Twenty Thousand Five Hundred Forty Dollars).” d. Exhibit “D,” “Schedule of Performance,” Section I., is hereby amended and sh
all now read as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until June, 30, 2021June 30, 2022 June 30, 2023 June 30,
2024. The City Council, in its sole and absolute discretion, shall have the option to extend the term of the Agreement with up to two (2) four (4) one-year extensions thereafter upon
the same terms and conditions.”
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
0 1135.0006/887938.2 -3-
af
ter the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 5 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 5, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 5, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5.
5. Authority. The persons executing this Amendment No. 5 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
0 1135.0006/887938.2 -4-
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 to the Agreement on the date and year first-above written.
CITY:
CITY OF BELL, a charter city
____________________________________
Monic
a Arroyo, Mayor
ATTEST:
_________________________________
An
gela Bustamante, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
David J. Aleshire, City Attorney
CONTRACTOR:
Willdan Engineering, Inc., a California
corporation
By: ________________________________
Na
me:
Title:
By: ________________________________
Na
me:
Title:
Address:
____________________________________
____________________________________
Tw
o corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
0 1135.0006/887938.2
CA
LIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE
OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OP
TIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could pr
event fraudulent reattachment of this form.
CAPACITY CL
AIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVI
DUAL
CO
RPORATE OFFICER
_______________________________
TITLE(S)
PAR
TNER(S) LI
MITED
GENERAL
ATTORNEY-IN-FA
CT
TRUS
TEE(S)
GUAR
DIAN/CONSERVATOR
OTHER____
___________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
__
_________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
0 1135.0006/887938.2
CA
LIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE
OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OP
TIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could pr
event fraudulent reattachment of this form.
CAPACITY CL
AIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVI
DUAL
CO
RPORATE OFFICER
_______________________________
TITLE(S)
PAR
TNER(S) LI
MITED
GENERAL
ATTORNEY-IN-FA
CT
TRUS
TEE(S)
GUAR
DIAN/CONSERVATOR
OTHER__
_____________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
__
_________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.