SECOND AMENDMENT TO NATIONWIDE ENVIRONMENTAL SERVICES CATCH BASIN CLEANING SERVICES AGREEMENT This Second Amendment (“Second Amendment”) to the agreement for catch basin cleaning services for the City of Commerce, is entered into as of February 28, 2023, by and between the CITY OF COMMERCE, a California municipal corporation (“City”), and JOE’S SWEEPING, INC. dba NATIONWIDE ENVIRONMENTAL SERVICES (“Contractor”). City and Contractor are sometimes individually referred to herein as a “Party,” and jointly as “Parties.”
RECITALS
A. The Parties entered into the agreement for catch basin cleaning services for the City of Commerce on September 23, 2014, which was effective October 1, 2014, for the purpose of retaining the services of Contractor to provide catch basin cleaning services to City (hereinafter “Master Agreement”).
B. On January 16, 2018, the City Council authorized certain amendments to the Master Agreement pursuant to Contractor’s request.
C. On May 15, 2018, the City Council authorized certain amendments to the Master Agreement pursuant to Section 29 of the Master Agreement (hereinafter “First Amendment”).
D. The City and Contractor desire to further amend the Master Agreement as set forth herein.
E. This Second Amendment is authorized pursuant to Section 29 of the Master Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows:
Section 1. Compensation
Section 3, Subsection B of the Master Agreement, as amended by the First Amendment (Section 1 Compensation), entitled CONSIDERATION OF ADJUSTMENT OF COMPENSATION RATES, shall be amended in its entirety to read as follows:
Beginning July 1, 2024, and each subsequent July 1st thereafter, the compensation paid to Contractor hereunder shall be increased automatically according to the annual Consumer Price Index (CPI) based on the January index, for the services provided pursuant to the Agreement, as amended by this Second Amendment. Annually, the Contractor shall notify the City of the CPI adjustment prior to July 1 of the applicable year.
Section 2. Effective Date
The Effective Date of this Second Amendment shall be March 1, 2023.
Section 3. Term
Section 2 of the Master Agreement entitled Term, as amended by the First Amendment (Section 3 Term), shall be amended in its entirety to read as follows:
The term of this Master Agreement shall be as follows:
A. Term: Seven (7) years from October 1, 2024 (“Third Term”).
B. Optional Extension Period. The Master Agreement may be extended for an additional five (5) year term following the completion of the Third Term by mutual written consent of the Parties. The Parties may exercise the option to extend the Master Agreement for an additional five (5) years at any time before the expiration of the Third Term.
Section 4. Exhibit A, Fees, and Costs
Exhibit A, Scope of Work of the Master Agreement, as amended by the First Amendment (Section 6), section entitled FEES AND COSTS, shall be amended to read in its entirety as follows:
Contractor fees for the services rendered beginning March 1, 2023, are set forth below, plus approved annual CPI increases as set forth in Section 1 herein:
ARS Catch Basins $38.88 per unit
CPS Catch Basins $38.88 per unit
ARS & CPS Catch Basin $38.88 per unit
Non-retrofitted Catch Basins $38.88 per unit
“No Dumping” Stenciling $10.55 per unit
“Staff Gauge” Stenciling $6.89 per unit
There are approximately 669 catch basins within the City of Commerce as listed in the Master Agreement catch basis inventory inclusive of this Agreement requiring the aforementioned services four times per year during the months as set forth in Exhibit A – Scope of Services to the Master Agreement. Additional cleanings shall be at the discretion of the City at the prices set forth herein.
Section 5. Incorporation of Agreement
Except as expressly amended herein, all of the terms and conditions of the Master Agreement, as amended by the First Amendment, shall remain in full force and effect and are ratified by each Party. Whenever, the word “Agreement” or “Master Agreement” appears in the Master Agreement, it shall mean the Agreement or Master Agreement as amended by the First Amendment and this Second Amendment to the Master Agreement. The Master Agreement, First Amendment, and this Second Amendment contain the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The Parties agree that if any provisions of this Second Amendment conflict with the Master Agreement and/or the First Amendment, then the provisions of this Second Amendment shall prevail. If any portion of this Second Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Contractor represents and warrants to City that, as of the date of this Second Amendment, City is not in default of any material term of the Master Agreement and/or the First Amendment 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 master Agreement and/or the First Amendment.
City represents and warrants to Contractor that, as of the date of this Second Amendment, Contractor is not in default of any material term of the Master Agreement and/or the First Amendment 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 Master Agreement and/or the First Amendment Section 6. 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. .
IN WITNESS WHEREOF, the Parties enter into this Second Amendment as of the date first set forth above.
CITY OF COMMERCE NATIONWIDE ENVIRONMENTAL SERVICES DIV. OF JOE’S SWEEPING, INC. (“CITY”) (“CONTRACTOR”)
____________________________ ____________________________ Oralia Rebollo Ani Samuelian, President
Mayor
Date: ___________ Date: ___________
APPROVED AS TO FORM:
____________________________
Noel Tapia, City Attorney
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