CITY OF CUDAHY Plan Review Services
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Team
We recognize that the City's departmental workload fluctuates. Willdan hires professionals in three categories – full-time, modified full-time, and part-time. Part-time staff may work up to 40 hours per week. Our proposed staff are qualified registered engineers, architects and ICC certified plans examiners, building inspectors and permit technicians. All services will be provided from our local Industry office, with additional resources employed company-wide as necessary. Mr. Pete Goodrich, CBO will serve as Project Manager for all services provided to the City. No subcontractors will be employed for these services to the City. Individual résumés are located in the Appendix herein.
STAFF
Name/Title/Phone Registrations/Certifications Service Provided Patrick Johnson, PE,
CBO
Director
▪ Civil Engineer, California No. CE#67960
▪ Civil Engineer, Arizona No. 50435
▪ Civil Engineer, Colorado No. 43704
▪ ICC Plans Examiner
▪ ICC Building Inspector
▪ ICC Building Official
Director of Building & Safety
Raul Diaz
Building Official
▪ ICC Building Inspector
▪ ICC Plumbing Inspector
▪ ICC Electrical Inspector
Building Official
Daren Raskin, PE, CBO
Plan Check Manager
▪ California Professional Engineer, CE#57577
▪ ICC Plans Examiner
▪ ICC Building Official
Building Plan Review: Structural,
architectural, plumbing, mechanical,
electrical, energy, green building,
accessibility, residential, and
commercial.
Aaron Cowen, PE
Plan Check Engineer
▪ California Professional Engineer, CE#58878
▪ ICC Plans Examiner
▪ ICC Building Inspector
Building Plan Review: Structural,
architectural, plumbing, mechanical,
electrical, energy, green building,
accessibility, residential, and
commercial.
Arne Lovnaseth, CASp
Plan Check Architect
▪ California Licensed Architect
▪ CASp Certified
▪ ICC Plans Examiner
Building Plan Review:
Architectural, plumbing, mechanical,
electrical, energy, accessibility, green
building, fire life-safety.
Julian Susanto, PE
Plan Check Engineer
▪ California Professional Engineer, CE#90065
▪ ICC Plans Examiner
▪ ICC Building Official
▪ ICC Building Inspector
Building Plan Review: Structural,
architectural, plumbing, mechanical,
electrical, energy, green building,
accessibility, residential, and
commercial.
Rouhi El-Rabaa, PE
Plan Check Engineer
▪ California Professional Engineer, CE#92565
▪ ICC Plans Examiner
Building Plan Review:
Architectural, plumbing,
mechanical, electrical, energy,
accessibility, green building, fire
life-safety.
CITY OF CUDAHY Plan Review Services
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Christian Mui, EIT
Plans Examiner
▪ ICC Plans Examiner
▪ EIT Certification
Building Plan Review: Architectural,
plumbing, mechanical, electrical,
energy, accessibility, green building, fire
life-safety.
Dominick Taliulu, EIT
Plans Examiner
▪ ICC Plans Examiner
▪ EIT Certification
Building Plan Review:
Architectural, plumbing, mechanical,
electrical, energy, accessibility, green
building, fire life-safety.
Dana Reed, CASp
Deputy Building
Official
▪ CASp Certified
▪ ICC Plans Examiner
Building Plan Review: Architectural,
plumbing, mechanical, electrical,
energy, accessibility, green building, fire
life-safety, OSHPD III.
Daniel Crawford,
CASp, CBO
Plans
Examiner/Building
Inspector
▪ CASp Certified
▪ ICC Building Official
▪ ICC Plans Examiner
▪ ICC Commercial Building Inspector
▪ ICC Residential Building Inspector
▪ ICC Residential Electrical Inspector
▪ California General Building Contractor
▪ PC832 Level III Certification
Building Plan Review: Architectural,
plumbing, mechanical, electrical,
energy, accessibility, green building,
fire life-safety.
Building Inspection: Multi-story office
buildings, commercial buildings, retail
outlets, single-family, medical facilities,
educational facilities and multi-family
residential developments.
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References
CURRENT CONTRACTS
The following is a list of our current Building and Safety Services contracts for California municipalities and jurisdictions similar to the services requested.
CLIENT CONTACT INFORMATION DATES OF SERVICES
City of Avenal, CA City Clerk
559.386.5782 2015 – Present
City of Bakersfield, CA Chief Building Official
661.326.3720 2012 – Present
City of Banning Community Development Director
951.922.3131 2019 – Present
City of Beaumont, CA Community Development Director
951.572.3212 2011 – Present
City of Big Bear Lake, CA City Manager
909.866.5832 2011 – Present
City of Coachella, CA Development Services Director
760.398.3102 2017 – Present
City of Coalinga, CA Building Official
559.935.1533 2007 – Present
City of Colton, CA City Building Official
909.370.5079 2003 – Present
City of Colusa, CA City Manager
458-5890 2013 – Present
City of Cudahy, CA City Manager
323.773.5143
2012 – Present
City of Desert Hot Springs Community Development Director 760.329.6411 2019 – Present
City of Dinuba Building Official
559.591.5924 2017 – Present
CSU Monterey Bay Facilities Department
831.582.3000 2011 – Present
CSU San Jose Facilities Department
408.924.5980 2013 – Present
CSU Sonoma Facilities Department
707.664.2947 2010 – Present
CSU Sacramento Facilities Department
916.278.6296 2011 – Present
CSU Fresno Facilities Department
209.278.2457 2008 – Present
City of Fontana Chief Building Official
909.350.7640 2013 – Present
City of Goleta Community Development Director
805.961.7552 2011 – Present
City of Grand Terrace, CA Community Development Director 909.825.3825 2013 – Present
County of Glenn, CA Building Department
530.934.6546 2010 – Present
City of Highland, CA Chief Building Official
909.864.6861 1994 – Present
CITY OF CUDAHY Plan Review Services
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City of Kerman Assistant Planner
559.846.9386 2018 – Present
City of Laguna Woods, CA Dev Program Analyst
949.639.0561 2018 – Present
City of Long Beach, CA Chief Building Official
562.570.6555 2014 – Present
City of Loma Linda, CA Community Development Director
909.799.2800 2013 – Present
City of La Puente, CA Community Development Director
626.855.1500 2010 – Present
County of Lassen, CA Chief Planner
530.251.8269 2012 – Present
City of Lindsay, CA City Services Director
559.562.7102 2006 – Present
City of Moreno Valley, CA Chief Building Official
951.413.3000 2013 – Present
March Joint Power Authority,
Riverside, CA
Planning Director
951.656.7000 2013 – Present
Morongo Band of Mission Indians,
CA
Construction Director
951.849.4697 2012 – Present
City of Murrieta Sr. Plans Examiner
951.461.6054 2019 – Present
City of Norco, CA Chief Building Official
951.735.3900 2013 – Present
City of Orange Cove Interim City Manager
559.626.4488 2017 - Present
City of Parlier Community Development Director
559.696.3545 2017 - Present
County of Los Angeles Public Works Department
626.458.5100 2020 – Present
County of Placer, CA Community Development
530.745.3000 2012 – Present
City of Redlands, CA Chief Building Official
909.798.7536 2012 – Present
City of Rialto, CA Dir. Development Services
909.820.2505 2011 – Present
City of Ridgecrest, CA Dir. Development Services
760.499.5072 2017 – Present
County of Riverside, CA Dir. of Building & Safety
951.955.1000 2013 – Present
City of Rolling Hills, CA City Manager
310.377.1521 2012 – Present
City of Rolling Hills Estates, CA Dir of Planning
310.377.1577 1989 – Present
City of San Bernardino, CA Community Development
909.384.5057 1986 – Present
County of San Bernardino, CA Community Development Director 909.387.4700 2013 – Present
City of San Luis Obispo, CA Chief Building Official
805.781.7100 2013 – Present
City of Sierra Madre, CA Community Development Director 626.355.4239 1992 – Present
CITY OF CUDAHY Plan Review Services
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Soboba Tribe Chad Delgado
951.665.1000 2017 – Present
City of Indian Wells Chief Building Official
559.684.4220 2015 – Present
City of Tustin Asst Dir Comm. Dev.
714.573.3106 2017 – Present
City of Waterford City Manager
209.874.2328 x103 2019 – Present
UC Riverside Chief Building Official
951.827.1382 2018 – Present
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REFERENCES
REFERENCE 1
COMPANY NAME: City of Sierra Madre
ADDRESS: 232 W Sierra Madre Blvd
Sierra Madres, CA 91024
CONTACT PERSON: Vincent Gonzalez, Director of Planning & Community Preservation EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 626.355.4239
DATES WORKED PERFORMED: 1992 - Present
SCOPE OF SERVICES: Building Official services, Plan Review, and Inspection Services.
REFERENCE 2
COMPANY NAME: City of La Puente
ADDRESS: 15900 East Main Street
La Puente, CA 91744
CONTACT PERSON: John DiMario, Director of Development Services EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 626.855.1500
DATES WORKED PERFORMED: 2011 - Present
SCOPE OF SERVICES: Building Official, Plan Review and Inspection Services.
REFERENCE 3
COMPANY NAME: City of Tustin
ADDRESS: 300 Centennial Way
Tustin, CA 92780
CONTACT PERSON: Dana Ogdon, Asst Dir Community Development EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 714.573.3106
DATES WORKED PERFORMED: 2017 - Present
SCOPE OF SERVICES: Building and Safety Plan Review Services.
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REFERENCE 4
COMPANY NAME: City of Banning
ADDRESS: 99 E Ramsey Street
Banning, CA 92220
CONTACT PERSON: Adam Rush, Acting Building Official
EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 951.922.3131
DATES WORKED PERFORMED: 2019 - Present
SCOPE OF SERVICES: Building and Safety Plan Review and Inspection. Counter Technician Services.
REFERENCE 5
COMPANY NAME: City of Loma Linda
ADDRESS: 25541 Barton Road
Loma Linda, CA
92354
CONTACT PERSON: Konrad Bolowich, Community Development Director EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 909.799.2810
DATES WORKED PERFORMED: 1980 - Present
SCOPE OF SERVICES: Building Official, Plan Review and Inspection services, permit counter services, map checking, NPDES review.
REFERENCE 6
COMPANY NAME: City of Rolling Hills Estates
ADDRESS: 4045 Palos Verdes Drive North
Rolling Hills Estates, CA 90274
CONTACT PERSON: Greg Grammer, City Manager
EMAIL ADDRESS: [email protected]
TELEPHONE ADDRESS: 310.377.1577
DATES WORKED PERFORMED: 1987 - Present
SCOPE OF SERVICES: Building and Safety Plan Review and Inspection Services. Counter Technician Services.
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Appendix
▪ Résumés
CITY OF CUDAHY Plan Review Services
Patrick Johnson, PE, CBO
Director of Building and Safety
Profile Summary
Education: University of Iowa, Iowa City, IA
Bachelor and Science, Structural Engineering
California State Polytechnic University-Pomona
Master of Engineering
Registration: California Professional Engineer, CE#67960 Arizona Professional Engineer, CE#50435
Colorado Professional Engineer, CE#43704
Nevada Professional Engineer, CE#20699
ICC Building Official
ICC Plans Examiner
ICC Building Inspector
Experience: 20 Years
Mr. Patrick Johnson has 20 years of construction and engineering experience and is a registered engineer specializing in lightweight commercial, industrial, and residential structures. He has plan checked several tilt-up warehouse buildings up to 2.3 million square feet and numerous structures consisting of braced and moment frames for lateral resistance, prestressed concrete structures, and multi-story buildings up to six stories in height.
As Director of Willdan’s Building and Safety Division, Mr. Johnson is responsible for overseeing all Building and Safety services company-wide as well as providing structural plan review. He has attended code enforcement and seismic application seminars and has received his Master of Engineering degree, specializing in structures, from California State Polytechnic University. Patrick has served as acting building official for the cities of Big Bear Lake, Loma Linda, and Rancho Mirage. He has served as a forensic engineer responsible for justifying probable causes of structural damage caused by expansive soils.
As a project manager for Willdan’s On-call Building Official and Building and Safety Services contracts, Mr.
Johnson works with City managers to plan, organize, direct, and administer the activities of their Building and Safety Departments, including building inspections; inspection of construction; and general rehabilitation or repair of commercial, residential, and industrial properties. He has overseen reviews of building plans, calculations, and specifications for proposed structures; administered building and safety code enforcement; and reviewed construction plans to ensure they meet building codes and zoning regulations. Mr. Johnson also oversees inspectors monitoring construction sites to determine whether structures and systems have been installed to meet all construction codes and ordinances for public safety.
Relevant Project Experience
Building Official Services, Cities of Banning, Big Bear Lake, Highland, Loma Linda, March JPA, and Rancho Mirage, CA. Building Official. Responsible for working directly with the City Manager to plan, organize, direct, and administer the activities and operation of the Building and Safety Department, including building inspections, inspection of construction, and the general rehabilitation or repair of commercial, residential and industrial properties. Oversee the review of building plans, calculations and specifications for proposed structures. As the administrator of Building and Safety, approve all construction plans to ensure they meet building codes and regulations. Inspect and monitor construction sites to determine if structures and systems are installed to meet all construction codes and ordinances for public safety. Supervise, train, and evaluate and; monitor and coordinate work. Oversee staff engaged in the preparation and maintenance of records of plans, inspection processes, letters and reports prepared or used in connection with building inspections; respond to questions from property and building owners; and interpret codes.
CITY OF CUDAHY Plan Review Services
Raul Diaz, CBO
Certified Building Official
Profile Summary
Education: Los Angeles Trade Technical College - Certificate, Electrical, 2006 Avis Contractor School - Certificate, Plumbing and Electrical Training, 2004 Avis Contractor School – Certificate, Building Inspector Training, 2003 Registration: ICC Building Inspector
ICC Plumbing Inspector
ICC Electrical Inspector
ICC Building Official
Experience: 14 Years
Mr. Raul Diaz is a Willdan Engineering senior building inspector with 14 years of construction inspection experience. Mr. Diaz is experienced in handling complex code issues. Mr. Diaz is available to provide combination building inspection of residential and commercial buildings including complex occupancies and mixed use projects. Mr. Diaz is also available to manage the day to day operations of a city building department Relevant Project Experience
WILLDAN – City of Cudahy. Acting Building Official. In this capacity, Mr. Diaz oversees all building inspectors as well as overseeing the construction and remodels of the City’s cannabis growing facilities.
WILLDAN – City of La Puente. Sr. Building Inspector. Mr. Diaz provides field combination inspections to ensure conformance with building codes and State and City ordinances.
City of South Gate, CA. Building Inspector. Made field inspections of industrial, commercial and residential buildings during various stages of construction and remodeling. Inspected foundations, cement, framing, electrical, plumbing, and mechanical installations. Performed field review of plans and specifications. Inspected conformance with uniform building code and pertinent provisions of state and city ordinances. Investigated possible code enforcement violations, photographed evidence, contacted responsible persons and composed letters. Issued notices of violations for non-compliance follow up investigation to ensure code violation was corrected. Provided general information to the public, development community and other agencies. Responded to citizen complaints and request for information. Received and responded to complaints regarding substandard dwellings or structures, zoning violation, debris, unsanitary conditions, including other zoning or city code violations. Issued and processed building permits. Reviewed and computed energy, electrical, plumbing calculations. Maintained records and prepared reports. Provided construction write-ups for home improvement program, including performing initial inspection with home owner and contractors, developing scope of work, setting up pre-construction meetings and following up to ensure funds were spent according to contract. Involved in the new e-permit development software.
Cities of Downey, Lynwood and South Gate. Building Inspector. Contract Inspector assigned to Downey, Lynwood and South Gate over a two-year period. Investigated complaints of non-permitted and unapproved structures, breach in the integrity of foundations, structural framing, electrical, plumbing and mechanical systems. Prepared and filed paperwork pertaining to code violations. Issued and processed building permits.
Reviewed and computed energy, electrical, plumbing calculations.
H&H Perfected Construction Company. Project Manager. Served as Project Manager for various residential projects in the Southern California area. Supervised crews of up to 25 people on all phases of construction.
Organized and supervised outside contractor. Provided project estimates. Made sure job was completed in the estimated time. Scheduled city inspections. Met with building inspector for non-compliance notices. Bought construction materials for projects. Organized work effectively and maintained a motivated crew. Cultivated positive customer rapport to ensure satisfaction and repeat business.
CITY OF CUDAHY Plan Review Services
Daren Raskin, PE, CBO
Principal Project Manager
Profile Summary
Education: California State Polytechnic University-Pomona BS Engineering
Registration: California Professional Engineer, CE#57577 ICC Plans Examiner
ICC Building Official
Experience: 24 Years
Mr. Daren Raskin serves as Supervising Plan Check Engineer for Willdan. Daren possesses experience with design of various multi-story structures, shopping centers, commercial buildings, parking structures, and residential units. He has organized, scheduled, and supervised staff of engineers, draftsmen, and technicians. Mr. Raskin's expertise encompasses knowledge of all major building materials, including cold-formed steel, structural steel, concrete, and masonry as well as design of specialized systems of corrugated cold-formed shear walls, concrete shear walls, masonry shear walls, structural steel moment frames, braced frames and rigid diaphragm analysis.
Mr. Raskin’s previous engineering experience structural design, analysis, and calculations for repair of fire damaged residential and commercial buildings, room additions, and custom homes and ensuring structural drawings met design and code requirements.
Relevant Project Experience
On-Call Plan Review and Inspection Services, City of San Bernardino, California. Plans Examiner responsible for plan reviews of multi-story office buildings, commercial buildings, retail outlets, single-family residences, medical facilities, educational facilities and multi-family residential developments.
On-Call Plan Review and Inspection Services, City of Rialto, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, City of Loma Linda, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, City of Moreno Valley, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, County of San Bernardino, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, March Joint Powers Authority, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments in connection with development of former March Air Force properties.
On-Call Plan Review and Inspection Services, County of Riverside, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, City of Beaumont, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
Dundee Residence Hall and Glasgow Dining Hall, University of California, Riverside, California. Plans Examiner responsible for plans reviews in connection with improvements designed for the two halls.
On-Call Plan Review and Inspection Services, City of Norco, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
On-Call Plan Review and Inspection Services, City of Highland, California. Plans Examiner responsible for plan reviews of residential, commercial, and industrial developments.
CITY OF INDIAN WELLS Building & Safety Services
Aaron Cowen, PE
Plan Check Engineer
Profile Summary
Education: California State University-Long Beach
BS Civil Engineering
Registration: California Professional Engineer, CE#58878 ICC Plan Examiner
Experience: 23 Years
Mr. Aaron Cowen, a registered Civil Engineer in California, is a Plan Check Engineer for the Building and Safety Division. Aaron has more than 23 years of experience in the engineering field including design, drafting and plan check experience.
Mr. Cowen’s experience includes the design of wood structures, cantilevered concrete decks, thin-wall concrete shells, retaining walls, foundation systems, and design calculations.
Prior to joining Willdan, Mr. Cowen’s previous engineering experience includes the position of Senior Engineer with a Southern California engineering firm. In this capacity, he was design lead on numerous projects; provided on-site field inspections; and was responsible for the management and administration of all engineering data and information.
Relevant Project Experience
PLAN CHECK
Plan check projects include university buildings, single and multi-family homes, industrial buildings, commercial warehouses, restaurants, motels, solar plans and numerous tenant improvements.
City of Irvine East Campus Housing Structure project including over 600,000 SF of student housing units.
He performed the complete structural plan check on this project which included a five-story wood framed housing structure and reinforced concrete and light gauge steel framed community center. Plans included 140 sheets of structural plans and details and over 2500 sheets of calculations. He numerically and conceptually spot checked all structural aspects of project including gravity, lateral, connections, superstructure, raised reinforced concrete slab, reinforced concrete columns, post-tension slab foundations, wood shear walls, retaining walls, trusses, steel stairs, parking structure, multi-level holddowns. Over 100 issues were discovered and corrected including numerical, conceptual, and coordination errors between calculations and plans.
CITY OF CUDAHY Plan Review Services
Arne Lovnaseth, CASp, Architect
Plan Check Architect
Profile Summary
Education: Cal Poly Pomona, Bachelor of Science, Bachelor of Architecture Registration: California Licensed Architect, #C18833
ICC Plans Examiner #0877794-B3
Experience: 26 Years
Mr. Arne Lovnaseth, a registered Architect in California, is a Plan Check Architect for Willdan’s Building and Safety Division. He has 26 years’ experience in the construction field specializing in design work and plans examining. As a 1983 and 2001 graduate of Cal Poly Pomona his primary focus has been on architectural design of lightweight commercial and residential structures. He has attended a number of code enforcement seminars and currently is compiling a NCARB record for certification nationwide. He has extensive experience in ADA compliance.
During his tenure with Willdan, Mr. Lovnaseth has provided Counter Plan Review services to the City of Redlands, City of South El Monte, and the March Joint Powers Authority, a redevelopment agency located at March Air Force Base.
Relevant Project Experience
Projects include university buildings, single and multi-family homes, industrial buildings, commercial warehouses, restaurants, fitness centers, motels, medical facilities and numerous tenant improvements.
Mr. Lovnaseth’s previous architectural and plan checking experience includes the position of Senior Plans Examiner for a large Inland Empire City for more than five years. In this capacity, he specialized in the plan checking of lightweight commercial, multi and single-family housing. He supervised a staff of 5 plans examiners and permit technicians, issuing over 3,000 building permits a year.
Prior experience includes project manager at John McInnes Architect in Laguna Beach for five years and job captain at Sumich Design in San Juan Capistrano for eight years.
CITY OF CUDAHY Plan Review Services
Julian Susanto, PE
Plan Check Engineer
Profile Summary
Education: Structural Engineering, Stanford University, Stanford, California Master of Science
Civil Engineering, California State University, Fresno
Bachelor of Science
Registration: Professional Engineer, CA, #C90065
ICC Plans Examiner
ICC Building Official
ICC Building Inspector
Experience: 12 Years
Mr. Julian Susanto has combined 12 years of experience in project management, construction management, structural design/analysis, plan review and inspection. In addition to Professional Civil Engineer (P.E.) License, he also holds ICC Certification for Building Official, Plans Examiner and Building Inspector. He graduated from Stanford University with a Master of Science (M.S.) degree in Structural Engineering and knowledgeable in all major building materials such as timber, steel, concrete, masonry and cold-formed steel.
Mr. Susanto has successfully designed, reviewed and approved countless of wide varieties of projects ranging from simple structures, alterations/renovations/additions, seismic retrofit/upgrade, residential, commercial/office/mix-use, condominiums/apartments, parking structures, casinos, schools and hotels. He has supervised and trained staff of engineers, plans examiners and draftsmen. He has managed multiple projects simultaneously from initial design to construction phases completed within budget and timely manner.
In the construction side, Mr. Susanto has managed up to 15 subcontractors with total contract value of $33 million, responsible for all procurement and timely delivery of material to the project, enforced Six Step Quality Control Process, reviewed shop drawings, processed material submittals and requests for information (RFI), organized and lead kick-off meetings, enforced safety standards in construction site, initiated initial inspection, responsible for office/field coordination and subcontractors coordination or follow-up.
Relevant Project Experience
Willdan, Roseville, CA Project Manager
Oversee and manage the daily operations of Building and Safety staff. Review drawings/documents for compliance with jurisdiction/municipal requirements, California Building Code, ASCE 7-10, ACI 318-14, and other design standards.
SAFEbuilt, Fremont, CA. Structural Plan Check Engineer. Review structural drawings and calculations for compliance with City’s/Town’s requirements, California Building Code, ASCE 7-10, ACI 318-14, and other design standards for projects in City of Menlo Park, City of Pinole and Town of Portola Valley. Provide written plan check comments for discrepancies found on the structural documents. Review/QC junior plan check engineer’s work and train junior engineer. Resolve plan check comments/code compliance issues with owners and designers/engineers.
Adamo & Associates Structural Engineers, Inc. Cupertino, CA. Structural Project Engineer/Designer. Managed multiple projects simultaneously from initial design to construction phases completed within budget and timely manner; responsible for structural design, structural field observations, and third-party City’s plan checker for residential and commercial buildings made of steel, timber, concrete, and masonry, consistent with the California Building Code, ASCE 7-10, ACI 318-14 and other design standards. Responsible for the computer analysis and modeling of different types of building projects using RISA-3D, RAM, ENERCALC, and AutoCAD.
CITY OF CUDAHY Plan Review Services
Rouhi El-Rabaa, PE
Plan Check Engineer
Profile Summary
Education: Bachelor’s in Civil Engineering
California State University, Los Angeles
Registration: California Professional Engineer, CE#92565 ICC Plans Examiner Certificate #8868081
Experience: 4 Years
Mr. Rouhi El-Rabaa is a Willdan Engineering Plan Check Engineer with 4 years of experience. Mr. ElRabaa is a skilled professional accustomed to playing a vital role in civil engineering cycles. Highly trained in responding to the public, contractors, and design professionals. Experience includes; structural design and analysis, commercial, accessibility, and residential plan checking, structural calculation review, exceptional customer service, and building and municipal code enforcement.
Relevant Project Experience
Plan Check Engineer, Willdan Engineering, San Bernardino, CA. Rouhi is responsible for the following tasks: Conduct full scope plan reviews for various disciplines, including; architectural, structural, fireresistive, accessibility, energy, MEP, and green. He is highly experienced reviewing the following types of buildings; single-family and multi-family residential, tract homes, hotels, OSHPD 3, industrial, commercial, assembly, factory-built, mixed-use, and miscellaneous. Rouhi is also responsible for technical structural calculation review for regular and irregular multistory buildings, podium structures, irregular diaphragms, offset shearwalls, tilt-up construction, and freestanding structures. He trainsstaff to recognize proper non-structural and structural design methodologiesin plan checks; prepares correction notices to applicants as hardcopy or electronic correspondence; does design coordination meetings with design professionals and permit applicants; and researches and looks to implement latest developments in industry standards.
Plans Examiner, City of Redlands, Redlands, CA. Plan checked and reviewed structural design of residential and commercial projects. Ensured that minimum code was established in the plan review stage. Resolved difficult problems with permit applicants and other members of the public regarding building code requirements and City regulations. Coordinated Division processes. Undertook or recommended changes to the processes in order to facilitate Division operations. Supervised, trained, and evaluated permit issuance staff. Prepared and issued comment letters to building permit applicants. Advised of resubmittal guidelines which would lead to approval. Prepared and categorized files, reports, and methods to record Division activities and procedures.
Graduate Structural Design Engineer, Arcadis Design & Consultancy, Doha, Qatar. Oversight of a large portion of five underground railway stations. Ensured alongside the project manager that all design and shop drawings were reviewed and issued to meet client standards and deadlines. Scheduled and monitored the progress of a large team of CAD technicians. Provided dependable engineering and project resourcing resolution in a fast-paced design-build atmosphere. Executed in-house plan checking and design checking. Established design conformance in line with all issued design development and shop drawings. Responded to contractor RFI’s. Attended construction meetings and negotiated feasibility of key delivery dates with the client. Collaborated with contractors, architects, MEP and site engineers to achieve a common directive. Performed detailed review of reinforced concrete structural calculations and advised alternative approaches. Sketched complex concrete steel reinforcement details to be used as expeditious blueprints for urgent site remediation.
CITY OF INDIAN WELLS Building & Safety Services
Dana Reed, CASp
Senior Plans Examiner
Profile Summary
Education: Riverside Community College
Construction Technology
Registration: Certified Access Specialist CASp-#287
ICC Certified Building Inspector, #37018
ICC Certified Plans Examiner, #75985
Experience: 32 Years
Mr. Dana Reed is a Senior Plans Examiner/Deputy Building Official for Engineering. He has more than 30 years of plan review, inspection and construction experience. His extensive experience includes plan review of numerous projects in compliance with the California Building, Plumbing, Mechanical, Electrical, and Fire Codes, as well as review of projects under ADA Title II, OSHPD, and Titles 19 & 25.
Relevant Project Experience
Mr. Reed’s plan check projects include university buildings, single and multi-family homes, industrial buildings, commercial warehouses, restaurants, fitness centers, motels, medical facilities, dialysis clinics, casinos and numerous tenant improvements.
Mr. Reed also has extensive experience in CASp related services including inspections for accessiblity compliance.
Prior to joining Willdan, Mr. Reed served the County of Riverside as a plans examiner for the Building Department and as a building inspector for the Cities of Mission Viejo and Laguna Niguel. In this capacity, he reviewed plans for compliance with County ordinances and State requirements and codes; assisted with permit issuance at the public counter and answered technical questions from design professionals and the general public.
CITY OF CUDAHY Plan Review Services
Christian Mui, EIT
Plans Examiner
Profile Summary
Education: California State University, Pomona
BS in Civil Engineering
Registration: EIT
ICC Plans Examiner
Experience: 4 Years
Mr. Christian Mui is a Willdan Engineering plans examiner with more than 4 years of experience. Mr.
Mui’s experience includes plan review of numerous projects in compliance with the California Building, Plumbing, Mechanical, and Electrical Codes. Christian reviews solar plans submitted to our electronic plan review portal and is able to complete the reviews within one – two days from date of submission.
Relevant Project Experience
PLAN CHECK
Mr. Mui’s experience includes plan review of numerous projects in compliance with the California Building, Plumbing, Mechanical, and Electrical Codes. Christian reviews solar plans submitted to our electronic plan review portal and is able to complete the reviews within one – two days from date of submission. Plan check projects include university buildings, single and multi-family homes, industrial buildings, commercial warehouses, restaurants, motels, solar plans and numerous tenant improvements.
CITY OF CUDAHY Plan Review Services
Dominick Taliulu, EIT
Plans Examiner I
Profile Summary
Education: South Dakota School of Mines & Technology
BS in Civil Engineering
Registration: EIT
ICC Building Plans Examiner
Experience: 2 Year
Mr. Dominick Taliulu is a Willdan Engineering plans examiner with 2 years of experience. Mr. Taliulu’s experience includes plan review of numerous projects in compliance with the California Building, Plumbing, Mechanical, Energy, Green Building and Electrical Codes. Dominick reviews solar plans submitted to our electronic plan review portal and is able to complete the reviews within one – two days from date of submission.
Relevant Project Experience
PLAN CHECK
Dominick Taliulu’s experience includes plan review of numerous projects in compliance with the California Building, Plumbing, Mechanical, and Electrical, Green Building, and Energy Codes. Plan check projects include single and multi-family homes, medical clinics, industrial buildings, commercial warehouses, commercial buildings, restaurants, motels, solar plans and various tenant improvements.
CITY OF CUDAHY Plan Review Services
Daniel Crawford, CASp, CBO
Plans Examiner/Building Inspector/CASp Specialist
Profile Summary
Education: College of the Desert, Palm Desert, CA
AA, Construction Management
AA, Business Supervision & Management
Registration: Certified Access Specialist CASp-#276
ICC Plans Examiner
ICC Commercial Building Inspector
ICC Residential Building Inspector
ICC Residential Electrical Inspector
California General Building Contractor
PC832 Level III Certification
Experience: 33 Years
Mr. Daniel P. Crawford Jr., is a Willdan Engineering CBO, CASp, plans examiner and building inspector with more than 33 years of experience including 25 years in Building and Safety. Mr. Crawford’s experience includes plan review of numerous projects in compliance with the California Building, Residential, Plumbing, Mechanical, Electrical, Energy, and Green Codes as well as providing inspections for residential, commercial, and industrial buildings. Mr. Crawford also has extensive experience in CASp related services including plan review and inspections for accessibility compliance.
Relevant CBO Experience
Mr. Crawford is a Certified Building Official completing his examinations in July 2020. With 25 years of Municipal Building Department service and 8 years private residential project management and construction, Mr. Crawford has established a well-rounded understanding and daily application of Building Department Administration. Work experiences in both private industry and municipal cities has contributed to his appreciation in both receiving and providing excellent customer services. Mr. Crawford is a valued team member that has the versatility to perform all Building Department Services assigned.
Relevant Project Experience
Daniel provides CASp plan review and inspection services to a number of our municipal clients. Projects include:
▪ Residential Multi-family
▪ Commercial
▪ City Parks
▪ Precise Grading Plan Review
Relevant Plan Review Project Experience
Mr. Crawford’s experience includes plan review of numerous projects in compliance with the California Building, Residential, Plumbing, Mechanical, Electrical, Energy, Green and State Codes, that include:
• Residential
• Commercial
Relevant Inspector Project Experience
Mr. Crawford has 25 years’ experience performing Municipal combination lead building inspector assignments to include but not limited to all phases of residential, commercial, and industrial development to include:
• Hotels
• Multi-Family
• Commercial
• Residential
2020
TRACT SERVICES AGREEMENT
(Engagement: Interim Building Official and Interim City Engineer Services) (Parties: City of Cudahy and Willdan Engineering)
THIS FIRST AME DME T (hereinafter, "First Amendment") to that certain agreement entitled "Contract Services Agreement" and dated August 10, 2012 (hereinafter, the "Master Agreement"), is hereby made and entered into this 7th day of April 2020 (hereinafter, "Effective Date") by and between City of Cudahy, a municipal corporation (hereinafter, "City") and Willdan Engineering (hereinafter, "Consultant"). For purposes of this First Amendment, the capitalized term "Parties" shall be a collective reference to both City and Consultant. The capitalized term "Party" may refer to either City or Consultant, interchangeably as appropriate.
RECITALS
This First Amendment is made and entered into with respect to the following facts:
WHEREAS, on August 10, 2012 the Parties executed and entered into the Master Agreement for Consultant to provide interim building official and interim city engineer services for the City; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the Parties wish to expand the Term given that City requires additional building official services; and
WHEREAS, under the terms of the Master Agreement, City agreed to a Term beginning on August 10, 2012 ("Effective Date") and the services were to be completed on a date no more than three hundred and sixty five (365) calendar days from the issuance of the otice to Proceed; and
WHEREAS, the Parties now wish to adjust the Term to begin on the Effective Date and continue on a monthly basis until terminated by the City pursuant to Section 5 of the Master Agreement.
OW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1. Section 1.1 (A) of the Master Agreement is hereby amended from the original Term beginning on August 10, 2012 ("Effective Date") and the services were to be completed on a date no more than three hundred and sixty five (365) calendar days from the issuance of the Notice to Proceed, for a new Term to begin on the Effective Date of the Master Agreement and continue on a monthly basis until terminated by the City, pursuant to Section 5 of the Master Agreement for all work contemplated under the Master Agreement and this First Attachment B Page 150 of 557
Amendment.
SECTION 2. Except as otherwise set forth in this First Amendment, the Master Agreement shall remain binding, controlling, and in full force and effect. This First Amendment, together with the Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.
SEC TIO 3. The provisions of this First Amendment shall be deemed a part of the Master Agreement and except, as otherwise provided under this First Amendment, the Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Master Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the Master Agreement and no further. (SIGNATURES ON NEXT PAGE)
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EXHIBIT "A"
MASTER AGREEMENT
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1.1 • -
PROFESSIONAL SERVICES AGREEMENT
(Willdan Engineering-INTERIM BUILDING OFFICIAL AND INTERIM CITY ENGINEER
SERVICES)
TIDS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 10th Day of August, 2012 (hereinafter, the "Effective Date''), by and between the CITY OF CUDAHY, a municipal corporation ("CITY") and WILLDAN ENGINEERING., a California Corporation (hereinafter, "CONSUL TANT"). For the purposes of this Agreement CITY and CONSULT ANT may be referred to collectively by the capitaliud term "Parties." The capitaliud term "Party" may refer to CITY or CONSULT ANT interchangeably.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULT ANT agree as follows:
I.
ENGAGEMENT TERMS
SCOPE OF WORK: SEE ATTACHED EXHIBIT A
PROSECUTION OF WORK: The Parties agrees as follows:
A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within seven (7) calendar days of CITY' s issuance of a Notice to Proceed, and shall be completed on a date not more than three hundred and sixty five (365) calendar days from the issuance of the Notice to Proceed (the "Completion Date");
B. CONSULT ANT shall perform the Work continuously and with due diligence so as to complete the Work by the Completion Date. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULT ANT or its subconsultants, to have related services or tasks completed in a timely manner;
D. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees
E. CONSULT ANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.2 COMPENSATION:
A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Work in accordance with the work schedule which will be mutually determined.
B. Section 1.3(A) notwithstanding, CONSULTANT's total compensation for the perfonnance and completion of the Work shall not exceed the sum of TEN THOUSAND DOLLARS ($10,000.00) (hereinafter, the ''Not-to-Exceed Sum"). CONSULT ANT further agrees that the Not-to-Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perfonn and timely complete the Work.
1.3 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum shall be paid to CONSULTANT in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONSULTANT shall submit to CITY an itemized invoice indicating the services perfonned and tasks completed during the recently concluded calendar month, including services and tasks perfonned and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT's monthly compensation is a function of hours worked by CONSULTANT's personnel, the invoice shall indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. The hourly rate shall be ONE HUNDRED FORTY FIVE DOLLARS PER HOUR ($145.00/HR) within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONSULT ANT in writing of any disputed amounts included in the invoice. Within forty-five ( 45) calendar day of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONSULT ANT.
1.4 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.5 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULT ANT in the performance of this Agreement.
Furthermore, CONSULT ANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
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II.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVES: The CITY hereby designates the City Manager and Director of Community Development (hereinafter, the "CITY Representatives") to act as its representatives for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement.
CONSULT ANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Senior Vice President William Paget to act as its representative for the performance of this Agreement (hereinafter, "CONSULT ANT Representative"). CONSULT ANT Representative shall have full authority to represent and act on behalf of the CONSULT ANT for all purposes under this Agreement.
CONSULTANT Representative or his designee shall supervise and direct the perfonnance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.
Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE: CONFORMANCE WITH REQUIREMENTS: CONSULTANT agrees to work closely with CITY staff in the perfonnance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULT ANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE: PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skillfully, competently and to the standards of practice ordinarily exercised by members ofCONSULTANT's profession; B. CONSULT ANT shall perform all Work in a manner reasonably satisfactory to the CITY; C. CONSULT ANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section I 090 and the Political Refonn Act (Government Code Section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
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E. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perfonn those services and tasks assigned to them by CONSULT ANT; and F. All of CONSULTANT's employees and agents (including but not limited to subcontractors and subconsultants) possess all licenses, pennits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, pennits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendar days from the date of discovery or such other extended period of time authoriz.ed by the CITY Representatives in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULT ANT or on CONSULT ANT's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards ofCONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the perfonnance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULT ANT' s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY' s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.
2.6 CONTROL AND PAYMENT OF SUBORDINATES: INDEPENDENT CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULT ANT on an independent contractor basis and not as an employee. CONSULT ANT reserves the right to perfonn similar or different services for other principals during the tenn of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely perfonnance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's Page4of17
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confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULT ANT are not employees of CITY and shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULT ANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2. 7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants are determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.
2.8 COMPLIANCE WITH LAWS: CONSULT ANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT's compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.
2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
2.10. INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULT ANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONSULT ANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
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III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULT ANT shall procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liabilicy Insurance: CONSULT ANT shall procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULT ANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits ofno less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
C. Workers' Compensation Insurance/ Employer's Liabilicy Insurance: A policy of workers' 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 both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full tenn of this Agreement and for a period of three (3) years thereafter, CONSULTANT shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT's profession. Such coverage shall have minimum limits ofno less than One Million Dollars ($1,000,000.00) per claim and Two Millions Dollars ($2,000,000) annual aggregate.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have
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an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition of the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT'S INSURANCE: All policies of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY' s elected or appointed officials, officers, employees, agents or volunteers shall be in excess ofCONSULTANT's insurance and shall not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULT ANT hereby waives all rights of subrogation against CITY.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on fonns satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any work or any of the Work. Upon CITY's written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to, and to the extent of CONSULT ANT'S negligence, recklessness or willful misconduct inthe perfonnance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT
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acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold hannless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with and to the extent of CONSULTANT's negligence, recklessness or willful misconduct in the performance of Work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence, active negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due CONSULT ANT under this Agreement any amount due CITY from CONSULTANT as a result ofCONSULTANT's failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT's failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.
4.4 The obligations of CONSULT ANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULT ANT in the performance of this Agreement. In the event CONSULT ANT fails to obtain such indemnity obligations from others as required herein, CONSULT ANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel ofCITY's choice.
4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULT ANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
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4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and hannless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULT ANT a minimum of five (5) calendar day's prior written notice of CITY's intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULT ANT up to the effective date of the termination. CONSUL TANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 7.1 below, and other information of any kind prepared by CONSUL TANT in connection with the performance of the Work. CONSULT ANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default'') shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULT ANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULT ANT is obligated to provide to CITY or CITY's employees or agents under this Agreement. Prior to the expiration Page9ofl7
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of the 3-day cure period, CONSULT ANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days ftom the end of the initial 3-day cure period; or ii. Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULT ANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days ftom the end of the initial 14-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULT ANT shall include, but shall not be limited to the following: (i) CONSULT ANT's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONSULT ANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY shall cure any Event of Default asserted by CONSULT ANT within forty-five ( 45) calendar days of CONSULTANT's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT's performance under this Agreement pending CONSULTANT's cure of any Event of Default by giving
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CONSULT ANT written notice of CITY' s intent to suspend CONSULTANP s performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULT ANT shall be compensated only for those services and tasks which have been rendered by CONSULT ANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY' s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
1. Upon written notice to CONSULT ANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance; iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULT ANT' s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULT ANT shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY' s exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULT ANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, tenn, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
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5.4 SURVIVING ARTICLES. SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data.
CONSULT ANT shall require all subcontractors and subconsultants working on behalf of CONSULT ANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULT ANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULT ANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement. CONSULT ANT shall not use CITY' s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULT ANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
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CONSULTANT:
Willdan Engineering
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746-3443
Attn: William Pagett
CITY:
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attn: City Manager
Phone: (323) 773-5143
Fax: (323) 771-2072
Such notices shall be deemed effective when personally delivered m: successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight ( 48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGIIT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULT ANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
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6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
6.13 NO TIDRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
6.16 AMENDMENT: MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.
6.19 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all
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other agreements or understandings, whether oral or written, or entered into between CITY and CONSULT ANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.16, above.
6.20 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.14, above. One fully executed original counterpart shall be delivered to CONSULT ANT and the remaining two original counterparts shall be retained by CITY.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF CUD� WILLDAN ENGINEERING
1 j
By: I(
ager
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ATTEST:
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EXHIBIT A-SCOPE OF WORK
Proposal for Professional Management Services
Between the City of Cudahy and WILLDAN, Inc.
EXI-DBIT A:
BUILDING OFFICIAL
Under direction of the Director of Community Development, the Building Official manages the City's building plan check, inspection, and building and housing code enforcement activities; develops programs and work objectives; resolves complex administrative and technical problems; and does related work as required.
EXAMPLES OF DUTIES • Duties may include, but are not limited to, the following:
Supervises and participates in the implementation of ordinances and codes relating to the construction or alteration of buildings including the installation of building, plumbing, mechanical, structural and electrical systems and equipment; Supervises building and housing code enforcement;
Checks plans, interprets regulations and makes decisions on technical problems; Develops and establishes policies ensuring efficient issuance of building, electrical, mechanical and plumbing pennits;
Keeps informed on new building methods and materials and their effect upon existing laws; Recommends revisions and updates of building, electrical and plumbing codes; Attends meetings of local, regional and state agencies to keep up•to-date in appropriate fields; Prepares and manages consultant contracts;
Conducts periodic field inspections for conformance to policies and procedures; Confers with architects, contractors, engineers, developers and others, regarding technical issues relating to construction codes and building plans;
Keeps records and prepares reports;
Prepares and administers the division budget and fee system; Supervises, trains and completes performance evaluations for the Building Division technical staff;
Prepares staff reports and makes presentations to the City Council, Building Board of Appeals and other city boards and commissions;
Answers inquiries and complaints.
CITY ENGINEER:
Designs and serves as project management of various public works projects and programs, including roadways, utilities, buildings, traffic signals, traffic lighting, water/wastewater systems, natural gas systems, drainage structures, assessment district, traffic and bond issue projects.
Duties and Responsibilities:
Plans, reviews, designs and certifies drawings for roadways, streets, drainage, utilities, buildings and other structures and systems; conducts field inspections of projects; signs and seals engineering plans, reports, specifications and contract documents.
Drafts and creates engineering drawings from field data, sketches, drawings, raw data, diagrams and verbal/written narrative instructions; performs calculations of geometric designs for public works projects.
Serves as project manager in coordinating the various aspects of design projects and engineering related programs, including preparing preliminary and final cost estimates; construction plans, contract documents, material specifications, acquisition of right of way and easements.
Responds to inquiries from the public regarding information requests, complaints or concerns; provides information and documentation regarding various projects.
Perform the lead role in the review and the coordination and administration of assessment districts, Bond Issue Projects in order to provide a coordinated, effective, cost-efficient project.
Prepare Requests for Proposals for professional engineering services needed by the City.
Coordinate projects with external agencies and other utility companies.
Reviews construction plans for compliance with the City design standards, Subdivision Code and Uniform Building Code, and other applicable codes, guidelines and standards.
Performs special studies of the existing infrastructure; recommends improvements and prepares technical reports.
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1 2025
PROFESSIONAL SERVICES AGREEMENT
(Engagement: General NPDES Compliance Services and Los Angeles River - Upper Reach 2 Watershed Management Group Representation)
(Parties: Willdan Engineering and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 4th day of March 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and WILLDAN ENGINEERING (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires assistance in its compliance with all National Pollutant Discharge Elimination Systems (NPDES) program and to represent its interest in the Los Angeles River Upper Reach 2 Watershed Management Group; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, this Agreement was approved by the Cudahy City Council at its Regular Meeting of March 4, 2025, under Agenda Item No. 14B.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I.
ENGAGEMENT TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through June 30, 2025 (hereinafter, the “Term”). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below. The Term may be extended for one (1) one-year period at the option of the CITY, provided that CITY provides CONSULTANT with written notice of CITY’s intent to exercise CITY’s option to extend the term of the Agreement no less than thirty (30) days prior to the expiration of the Term or any prior extension term. In the event CITY exercises its option to extend this Agreement, all terms, conditions, and provisions of this Agreement shall remain in effect and govern the duties, responsibilities, and liabilities of the parties hereto.
Attachment C Page 171 of 557
2 1.2 SCOPE OF SERVICES:
A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain proposal of CONSULTANT entitled “General NPDES Compliance Services and Los Angeles River – Upper Reach 2 Watershed Management Group Representation” dated February 4, 2025 (hereinafter, the “CONSULTANT Proposal”) which is attached and incorporated hereto as Exhibit “A”.
CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks, and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Services.”
1.3 PROSECUTION OF SERVICES:
A. Time is of the essence for this Agreement and each and every provision contained herein. The Services shall be commenced within three (3) calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). CONSULTANT shall complete the various tasks identified in the Scope of Services within the timeframes set forth in the Scope of Services and shall complete all of the Services by or before June 30, 2025 (the “Completion Date”);
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONSULTANT shall perform the Services in accordance with the “City of Cudahy, NPDES & TMDP Program Management Budget Projects” which is attached and incorporated hereto as Exhibit “B” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of THIRTY-FIVE THOUSAND
3 DOLLARS ($35,000) (hereinafter, the “Not-to-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Aggregate Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Aggregate Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Services are completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Services, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Services agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records, and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.
4 II.
PERFORMANCE OF AGREEMENT
2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Raul Diaz, Public Works Director (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or the City Representative’s designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or the City Representative’s designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Adel M.
Freij, Director of Engineering, to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Services and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or his or her designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:
A. CONSULTANT will perform all Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative;
C. CONSULTANT will perform all Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict of interest provisions of Government
5 Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection CONSULTANT’s performance of the Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;
E. CONSULTANT understands the nature and scope of the Services to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training, and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications, and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications, and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and, notwithstanding Section 5.2(B), will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand, and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge, and experience necessary to perform the Services under the standard of care as articulated under section 2.4(A).
2.5 ASSIGNMENT: The skills, training, knowledge, and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement, or the performance of any of
6 CONSULTANT’s duties or obligations under this Agreement, without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Services contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Services under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Services in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Services.
2.8 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state, or local laws to the extent such laws control or otherwise govern the performance of the Services. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.
7 Department of Housing and Urbanization.
2.9 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand, and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments, or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Before commencing the Services, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: For any owned, non-owned, or hired vehicles used in connection with the performance of this Agreement, CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.
8 C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Services contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.
Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish
9 CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf and will be on forms provided by the CITY if requested. Before commencing the Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.
3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.8 SPECIAL RISKS OR CIRCUMSTANCES: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.
IV.
INDEMNIFICATION
4.1 CITY’s elected and appointed officials, officers, employees, agents, and volunteers (hereinafter, the “ City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law.
CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.
10 4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.
4.6 CITY does not and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or
11 remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.
CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Services.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service, or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service, or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONSULTANT may
12 submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
13 CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty, or requirement contained in
14 this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., §§3789 et seq. and the California False Claims Act, Government Code §§12650 et seq.
15 6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CITY: CONTRACTOR:
City of Cudahy
Public Works Department
Attn: Raul Diaz
Cudahy City Hall
5220 Santa Ana Street
Cudahy, CA 90201
Willdan Engineering
Attn: Adel M. Freij
13191 Crossroads Parkway North,
Suite 405, Industry, CA 91746-3443
Phone: (818) 383-3092
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate, or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other independent contractors in connection with the various projects worked upon by CONSULTANT.
6.8 CONFLICTS OF INTEREST:
A. CONSULTANT warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
16 B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code §81000 et seq.
C. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
17 6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The deadline for completing the Services may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 CITY Representative such delay is justified. The CITY Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.
18 6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification, or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF CUDAHY:
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APPROVED AS TO FORM:
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19 WILLDAN ENGINEERING:
Name: Adel Freij
Title
: Director, City Engineering
March 11, 2025
Date: ----------
20 EXHIBIT “A”
CONSULTANT PROPOSAL
February 4, 2025
Mr. Raul Diaz
Public Works Director/Building Official
City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
Subject: General NPDES Compliance Services and Los Angeles River - Upper Reach 2 Watershed Management Group Representation
Dear Mr. Diaz:
Willdan Engineering (Willdan) is pleased to submit this task order request to assist the City in its compliance with all National Pollutant Discharge Elimination System (NPDES) programs and to represent its interest in the Los Angeles River – Upper Reach 2 Watershed Management Group (Group).
The following is how we see our involvement for the remainder of Fiscal Year 2024-25:
SCOPE OF SERVICES
1. MS4 Permit Compliance – Pursuant to Order No. R4-2021-0105, NPDES Permit No. CAS004004 adopted by the Los Angeles Regional Water Quality Control Board (Regional Board), Willdan shall provide services at the specific request of the City. This may include, but not limited to, assistance with discharge prohibitions, effluent and receiving water limitations, monitoring and reporting program requirements, and Storm Water Management Program Minimum Control Measure requirements of Part VIII as detailed in the following:
a. Progressive Enforcement Policy – Assist City Code Enforcement and Regional Board with the investigation and enforcement of noncompliant facilities and maintenance of records to bring facilities into compliance within a given time period;
b. Public Information and Public Participation Program - Develop residential outreach information and assist with the development and maintenance of the City’s stormwater website;
c. Industrial and Commercial Facilities Program – Inspection and tracking of industrial and commercial facilities as determined necessary, including distribution of educational materials to facilities that are potential sources of
City of Cudahy
February 4, 2025
pollution, and insurance of effective implementation of Best Management Practices (BMPs);
d. Construction Program – Provide guidance on inspection of construction activities, including enforcement of construction BMPs, Erosion and Sediment Control Plan maintenance, plan check review, and assist with program tracking database. Provide Construction Program training for municipal staff and contractors to improve awareness of and compliance with stormwater pollution BMPs;
e. Public Agency Activities – Provide guidance on inspection of City-owned facilities to ensure potential pollutant sources are effectively managed, prevention of non-storm water discharges, site-specific BMPs, and routine preventive maintenance of the MS4;
f. Illicit Discharge Detection and Elimination (IDDE) Program – Assist with the investigation and documentation of reported and observed illicit discharges.
Assist with follow-up inspections as necessary. Provide IDDE training for municipal staff and contractors who may come into contact with or observe an illicit discharge as part of routine duties;
g. NPDES Annual and Semi-Annual Reporting – Gather necessary information from City staff for preparation and submittal of past due Annual Report. Assist with development of the Semi-Annual Report; and h. Safe Clean Water Program, Measure W – Gather necessary information from City staff for preparation and submittal of past due Municipal Program Annual Report and Municipal Program Transfer Agreement. Assist with development of the Municipal Program Annual Plan.
2. Representation in the Group – Willdan will represent the interests of the City in the Group, which includes the following:
a. Work conducted in accordance with the Coordinated Integrated Monitoring Program (CIMP) implementation Memorandum of Understanding (MOU). b. The development and implementation of city-specific monitoring programs.
For assurance of appropriate responsibility and cost-allocation of the City’s ongoing CIMP participation with the Group, it may be necessary to consider additional monitoring. Should this need arise, Willdan shall provide recommendations for the City to consider.
City of Cudahy
February 4, 2025
c. Regular attendance of the Los Angeles River – Upper Reach 2 Group Meetings and summary of key items.
3. General Assistance – As needed, Willdan will provide assistance with any program relating to water quality and stormwater management derived from the Federal Environmental Protection Agency, State Water Resources Control Board, Los Angeles Regional Water Quality Control Board, or County of Los Angeles.
COMPENSATION
Based on our experience with the NPDES program, and knowledge of the City, we have prepared a budget for the City for the remainder of Fiscal Year 2024-25, included herein as Exhibit A. This budget is an estimate of known NPDES related costs, including those associated with the January 15, 2018 Sub-Recipient Agreement entered into with neighboring cities and the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority. Willdan shall perform the above-mentioned Scope of Services, not-to-exceed $35,000, on a time-and-materials fee based on hourly rates, included herein as Exhibit B.
Please indicate the City’s approval and authorization to proceed by either printing out and signing two originals and returning one hard copy original to our office, or by scanning one signed original and returning it by e-mail.
Thank you for giving us the opportunity to assist the City of Cudahy. If you have any questions, please contact Ms. Kelsey Reed at (818) 383-3092.
Respectfully submitted, Approved and Authorized to proceed by:
WILLDAN ENGINEERING CITY OF CUDAHY
Adel M. Freij, PE ________________________________
Director - Engineering Signature
________________________________
Date
Enclosure
910005/WW.00.30/P25-042_27096
21 EXHIBIT “B”
COMPENSATION RATE
City of Cudahy
February 4, 2025
EXHIBIT B
City of Cudahy
February 4, 2025
2023
PROFESSIONAL SERVICES AGREEMENT
(Engagement: Tree Trimming Services)
(Parties: West Coast Arborist and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 16th day May 2023 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and WEST COAST ARBORIST (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires a qualified tree trimming service provider; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I.
ENGAGEMENT TERMS
1.1TERM: This Agreement shall have a term commencing from the Effective Date through May 16, 2027 (hereinafter, the “Term”) and may be extended by the City administratively a maximum of two (2) one-year extension terms. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.
1.2 SCOPE OF SERVICES:
A. Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Work”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the Attachment D Page 197 of 557
capitalized term “Work”.
1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with the “Scope of Work” which is attached and incorporated hereto as Exhibit “A” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Work contemplated under this Agreement, will not exceed the aggregate budgeted sum of SIXTY THOUSAND DOLLARS ($60,000.00) (hereinafter, the “Not-to-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Aggregate Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Aggregate Not-toExceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice.
Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this
Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Aaron HernandezTorres, Public Works Director (hereinafter, the “CITY Representative”) to act as its representative for the performance of this Agreement. The CITY Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the CITY Representative or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Pat Mahoney, President to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative will constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by CITY Representative or his or her designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative.
C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY
has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.
2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat
to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.
Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general
aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.
C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work or any of the Work. Upon CITY’s written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.
3.7 CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work to be performed hereunder. The policy shall provide coverage for CONSULTANT’s professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. The abovementioned insurance shall not contain a self-insured retention, deductible, or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims-made policy shall be acceptable if the policy further provides that; (i) the policy restrictive date coincides with or precedes the initiation of the Scope of Work (including subsequent policies purchased as renewals or replacements); and (ii) CONSULTANT shall notify the CITY of circumstances or incidents that might give rise to future claims. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from Work performed in connection with this Agreement.
3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.9 SPECIAL RISKS OR CIRCUMSTANCES. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article, or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s
elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.
4.6 CITY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.
CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to
the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation;
(iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately
terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and
Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONTRACTOR: CITY:
West Coast Arborist
Attn: Pat Mahoney
2200 E. Via Burton St.
Anaheim, CA 92806
Phone: (714) 991-1900
City of Cudahy
Public Works Department
Attn: Aaron Hernandez-Torres
5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143 ext. 228
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another, and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work
required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in
favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and one fully executed original will be retained by CITY. (SIGNATURES ON NEXT PAGE)
lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF CUDAHY: West Coast Arborist:
P ahoney
President
Date b b0 Date: 05117123
APPROVED AS TO FORM:
By
City Attorney
Date U1,3
By:
r
nso
Ma
EXHIBIT “A”
FEE SCHEDULE
1 Utility Line Clearance Each $74.85
2 Utility Tree Only Removal Inch $39.15
3 Grid Pruning (min 350 trees) Each $74.85
4 Annual Palm Pruning Each $74.85
5 Service Request Pruning Each $146.15
6 Young Tree Care Each $40.35
7 Tree and Stump Removal Inch $39.15
8 Tree Only Removal Inch $27.30
9 Stump Only Removal Inch $11.90
10 Plant 15 Gal w/o RB Each $196.05
11 Plant 15 Gal w/RB Each $207.90
12 Plant 24" Box w/o RB Each $350.55
13 Plant 24" Box w/RB Each $380.20
14 Plant 36" Box w/o RB Each $1,004.05
15 Plant 36" Box w/RB Each $1,063.50
16 Plant 48" Box w/o RB Each $2,667.60
17 Plant 48" Box w/RB Each $2,964.65
18 Palm Skinning Linear Foot $16.65
19 Root Pruning Linear Foot $28.50
20 Root Barrier Installation Linear Foot $28.50
21 Tree Watering Man Hour $89.10
22 Arborist Services Man Hour $178.25
23 Crew Rental - per man Man Hour $89.10
24 Emergency Crew Rental - per man Man Hour $118.80
The proposed rates reflect a cost adjustment of 5.0% to help offset the increase in prevailing wage for FY23-24.
CITY OF CUDAHY
Item
Schedule of Compensation for Year 2023 - 2024
Tree Maintenance Services performed by WCA, Inc.
Description Unit Proposed Prices
Printed on: 4/7/2023 8:18:58 AM Page 1 of 1
AGREEMENT FOR STREET SWEEPING SERVICES
THlS AGREEMENT FOR STREET SWEEPING SERVICES (" Agreement") is made and entered into this 6th day of March 2012 (hereinafter, the "Effective Date"), by and between the City of Cudahy, a municipal corporation ("CITY") and Nationwide Environmental Services, a div. of Joe's Sweeping, Inc. California corporation (hereinafter, "CONTRACTOR"). For the purposes of this Agreement City and CONTRCTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably.
WHEREAS, the CITY desires to contract for street sweeping services and CONTRACTOR desires to provide the Services to the CITY in accordance with this Agreement; and
WHEREAS, CITY has determined that CONTRACTOR possesses the skills, experience and resource capacity to under the services contemplated under this Agreement in a competent, skillful and cost-effective manner; and WHEREAS, the Parties hereto desire to enter this Agreement in the best interests of the CITY to provide clean and well maintained streets.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:
I.
ENGAGEMENT TERMS
1. 1 SCOPE OF WORK: The CONTRACTOR will provide all of the Services to the CITY in accordance with this Agreement.
A. The CONTRACTOR shall provide street sweeping services and other related services and tasks as detailed in the CITY's Request for Proposals/Street Sweeping Services dated as of November 4, 2011 (the "RFP") (Exhibit "A"), CONTRACTOR's November 22, 2011 response proposal entitled "City of Cudahy Street Sweeping Proposal" (the "Proposal") (Exhibit "B"), and the attached maps illustrating the day and time of scheduled sweeping for all CITY streets, medians and centerlines (Exhibit "C"). For purposes of this Agreement, the various services, tasks and operational requirements set forth in Exhibits A, B and C may be referred to collectively as the ''Base Scope Services". For the purposes of this Agreement the aforementioned any or all of the individual services and tasks set forth in the Base Scope Services may be referred to individually or collectively by the capitalized term "Work". The Base Scope of Services and the Work are inclusive of all labor, materials, tools, supplies, equipment, subsidiary services and tasks and incidental and customary work necessary to competently perform and timely complete the primary services and tasks set forth in the Scope of Services.
B. Section I. I (A) notwithstanding, the Base Scope of Services shall not be deemed to include those specific additional services indicated under page the heading "Additional Sweeping Items" on page 15 of Exhibit B (such non-included services and tasks hereinafter, referred to as the "Supplemental As-Needed Services"). CITY may from time-to-time, as needed require the performance of the Supplemental As-Needed Services or the performance of other services and tasks not specifically set forth under the Scope of Services. For purposes of this Agreement all such additional or supplemental services, including but not limited to, the Supplemental As-Needed Services, may be referred to collectively by the capitalized term "Additional Services".
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Attachment E Page 216 of 557
C. Street sweeping shall not be performed on the following federally recognized holidays:
New Year's Day
Martin Luther King Day
Memorial Day
Independence Day-July 4th
Labor Day (first Monday in September)
Thanksgiving Day
Day After Thanksgiving
Christmas Day
1.2 TERM: This Agreement shall have a term of seven (7) years commencing from the Effective Date ("Term"). Following the conclusion of the Term, the Agreement shall renew automatically , on the first day of each City Fiscal Year beginning after the expiration of the Term, for a maximum of three (3) one-year extension terms unless prior to the expiration of the Tenn or any extension term ClTY provides CONTRACTOR with written notice of its intent not to renew the Agreement or unless the Agreement is otherwise terminated as provided under Article V of this Agreement. CITY shall provide ninety (90) days written notice to CONTRACTOR prior to the expiration of the initial Term or any subsequent extension term of its intent not to renew the Agreement. CONTRACTOR shall commence with the performance of the Work under this Agreement upon the issuance of a written notice to proceed by the City Representative.
1.3 COMPENSATION:
A. CONTRACTOR shall perform the various services and tasks set forth in the Base Scope of Services in accordance with the compensation schedule set forth under the heading "Routine Sweeping Maintenance" of page 15 of the Proposal (hereinafter, the "Approved Rate Schedule").
B. Section J .3(A) notwithstanding, CONTRACTOR'S total compensation for the performance of d1e services and tasks that comprise the Base Scope of Services shall not exceed the aggregate sum of ONE HUNDRED AND THlRTY THOUSAND DOLLARS ($130,000.00) per City Fiscal Year (hereinafter, the "Not-to-Exceed Sum") through the Term of this Agreement.
CONTRACTOR further agrees that the Not-to-Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. For purposes of this Agreement the capitalized term "City Fiscal Year" means the period of time commencing on July 1
51 of each calendar year and ending on June 30th of the calendar year immediately following.
C. To the extent CONTRACTOR requests the performance of any Supplemental As-Needed Services, CONTRACTOR shall be compensated for such services in accordance with the rate schedule set forth under the heading "Additional Sweeping items" on page 15 of the Proposal. Additional Services, other than the Supplemental As-Needed Services shall be billed to CONTRACTOR on a time and materials basis applying CONTRACTOR'S standard rate schedule at the time the request for such Additional Services is made. The City Representatives shall be authorized to request up to THIRTY THOUSAND DOLLARS ($30,000.00) in the aggregate per City Fiscal Year in Additional Services (including Supplemental As-Needed Services). Any single expenditure for Additional Services that is in excess of $30,000.00 or that would otherwise cause the total expenditure on Additional Services to exceed $30,000.00 in a single City Fiscal Year shall first require the approval of the City Council. Any Additional Services requested by CITY shall be requested by way ofa written work order and notice to proceed signed by a City Representatives or in the case of expenditures that exceed the City Fiscal Year expenditure I imits, signed by both the Mayor and the City Manager.
D. CONTRACTOR shall not, nor shall it permit any agent, employee, or subcontractor employed by it to request, solicit, demand, or accept, either directly or indirectly, any compensation or gratuity for the sweeping of streets as defined, except such compensation as provided by this Agreement.
1.4 PAYMENT OF COMPENSATION: Following the conclusion of each calendar month, CONTRACTOR shall submit an invoice to City setting forth CONTRACTOR'S charges for all services and tasks actually and satisfactorily performed by
2012 - Street Sweeping Services
CONTRACTOR during the recently concluded calendar month under the Base Scope of Services and for any Additional Services actually requested by CITY. CONTRACTOR invoices shaU state the area swept by route and the number of curb line miles swept thereon along with the applicable rate as well as the performance of any other services billable as part of the Base Scope of Services. To the extent the invoice includes charges for Additional Services, the invoice must state: the type of Additional Services performed and the rate of compensation associated with each category of Additional Work perfonned and the name of the authorized City Representative who requested the service. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar day of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.
1.5 AUTOMATIC RA TE ADJUSTMENTS: Commencing July I, 2013 and annually on July I • t of each calendar year thereafter, the
Approved Rate Schedule and all other rates for Supplemental As-Needed Services set forth under page 15 of the Proposal shall increase automatically by an amount equal to the lesser of (i) the percentage change in the January Consumer Price Index for All Urban Consumers, Los Angeles-Riverside-Orange County Area, All Items, as published by the United States Department of Labor ("CPI") or (ii) three percent (3%). In the event the percentage change in the CPI is zero or less, then the rates shall remain unchanged.
1.6 gXTRAORDINARY RATE ADJUSTMENTS~
A. CONTRACTOR may from time to time petition the City for a supplemental adjustment to the rates set forth under the Approved Rate Schedule or under the rate schedule applicable to Supplemental As-Needed Service that is above and beyond the automatic adjustment set forth under Section 1.5, above, to reasonably offset significant and material increases in CONTRACTOR's operating costs, which are attributable to extraordinary and unforeseen changes in federal, state, or local laws or regulations that are adopted after the execution of this Agreement, and those that are related to increases in tipping fees and fuel charges. Any such supplemental rate adjustment shall hereinafter be referred to as an "Extraordinary Adjustment". Such Extraordinary Adjustments shall be reviewed by the City Representatives on a case-by-case basis and evaluated in accordance with the unique and compelling facts and circumstances surrounding the request.
B. No Extraordinary Adjustments shall be requested or granted prior to July I, 2014 and no such requests shall be submitted within six (6) months from the last automatic rate increase set forth under Section l.5. Any Extraordinary Increase granted by the City Representatives shall take effect on July 1' 1 of the City Fiscal Year immediately following the City Fiscal Year in which the written request for an Extraordinary Increase was submitted to the City Representatives. CONTRACTOR may not petition for an Extraordinary Adjustment more than one ( I) time in a given City Fiscal Year. If CONTRACTOR is granted an Extraordinary Adjustment, CONTRACTOR shall be prohibited from submitting a petition for another Extraordinary Adjustment during the City Fiscal Year in which the most recent Extraordinary Adjustment took effect.
C. A petition for an Extraordinary Adjustment shall include sufficient documentation for the City Representatives to find that there is clear and convincing evidence to support the Extraordinary Adjustment petitioned for or any lesser amount supported by the evidence. Such documentation shall include a brief written summary explaining the nature of the extraordinary cost which Contractor seeks to recover, and the manner and method by which Contractor's increase calculations have been arrived at. Such documentation shall be accompanied by the following:
i. True and correct copies of all legislation, administrative orders or other governmental documents evidencing the legislative or regulatory change or increases in tipping fees and fuel charges that give rise to a significant and material increase in operating costs;
11. A suitably detailed financial analysis which demonstrates the degree to which the legislative and/or regulatory change has caused a significant and material increase in operating costs; iii. Such other documentation, data and/or information as the City Representatives deem reasonably necessary in order to evaluate the merit ofCONTRACTOR's request and the accuracy ofCONTRACTOR's proposed increase; and/or
2012 - Stree/ Sweeping Services
iv. Evidence that new City-directed changes to street sweeping requirements have resulted in increased costs to the CONTRACTOR.
D. The City Representatives shall evaluate CONTRACTOR's petition and, in their sole and absolute discretion, may deny the request, approve the request as proposed and/or approve a modified adjustment amount and shall issue written notice of its decision to CONTRACTOR. The CONTRACTOR shall have three (3) CITY business days from the date of the written notice to submit a written objection to the City Representative's determination as to its Extraordinary Adjustment request.
The City Representatives may revise their determination in light of CONTRACTOR's objection and, in such event, shall issue a new notice stating the revised determination. If the City Representatives reject the CONTRACTOR's objection or if the CONTRACTOR objects to any revised determination, the CONTRACTOR shall have three (3) CITY business days from the date of the rejection or the date of any notice of a revised calculation to submit a written request for an appeal to the City Council where the matter may be heard and where interested members of the public may submit comment in favor of or in opposition to the proposed Extraordinary Adjustment. The City Council, in its sole and absolute discretion, may approve the request as proposed, approve the request in modified form or deny the request. The appeal request shall state the basis for the appeal and shall include all supporting documentation in support of the CONTRACTOR's position. The City Council's decision on the appeal request shall be final and binding. All written objections and appeals requests shall be submitted to the City Representatives. The foregoing notwithstanding, in no event may CONTRACTOR be granted an Extraordinary Adjustment which, when added to the upcoming annual automatic adjustment set forth under Section 1.5, would cause rates to increase by more than six percent (6%) by the start ofa given City Fiscal Year.
1.7 ACCOUNTING RECORDS: CONTRACTOR shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CfTY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.8 ABANDONMENT BY CONTRACTOR: In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONTRACTOR shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONTRACTOR cessation or abandonment. ll.
PERFORMANCE OF AGREEMENT
2. 1 CITY'S REPRESENTATIVES: The CITY hereby designates the City Manager and the Director of Community Services, (hereinafter, the "ClTY Representatives") to act as its representatives for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONTRACTOR shall not accept directions or orders from any person other than the CITY Representatives or their designee.
2.2 CONTRACTOR REPRESENTATlVE: CONTRACTOR hereby designates Ani Samuelian, Vice President/Director, to act as its representative for the perfonnance of this Agreement (hereinafter, "CONTRACTOR Representative"). CONTRACTOR Representative shall have full authority to represent and act on behalf of the CONTRACTOR for all purposes under this Agreement. CONTRACTOR Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONTRACTOR Representative shall constitute notice to CONTRACTOR.
2.3 DEFICIENCIES: If the CITY Representatives or their designee determine that there are deficiencies in the performance of the Work contemplated under this Agreement, the City will provide a written notice to CONTRACTOR to correct the deficiencies within a specified time frame. The written notice shall consist of a description of the deficiency, the location, and the miles to be deducted from the day's performance of Services. Said specified time frame shall be reasonable as determined by CITY in order
2012 - Street Sweep mg Services
to correct the deficiencies within said time frame. Notwithstanding this paragraph, CITY may terminate this Agreement as herein provided.
2.4 COORDINATION OF SER VICE: CONFORMANCE WITH REQUIREMENTS: CONTRACTOR agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONTRACTOR shall be subject to inspection and approval by CITY Representatives or their designees.
2.5 STANDARD OF CARE: PERFORMANCE OF EMPLOYEES: CONTRACTOR represents, acknowledges and agrees to the following:
A. CONTRACTOR shall perform all Work skillfully, competently and to the highest standards of CONTRACTOR 's profession; B. CONTRACTOR shall perfom1 all Work in a manner reasonably satisfactory to the CITY; C. CONTRACTOR shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONTRACTOR understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All ofCONTRACTOR's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONTRACTOR; and
F. All of CONTRACTOR'S employees and agents (including but not limited subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
G. CONTRACTOR's employees and agents (including but not limited to subcontractors) shall possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
H. Employees driving CONTRACTOR's vehicles shaJl at all times possess and carry a valid State of California Driver's License for the appropriate type, size, weight and use of the vehicle operated by the CONTRACTOR's employee.
I. CONTRACTOR's employees shall conform to all City, County, State and Federal drug testing requirements.
The Parties acknowledge and agree that CONTRACTOR shall perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR'S employees, agents, contractors, subcontractors and subconsultants. Such effo11 by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards ofCONTRACTOR's profession.
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2012 - Street Sweeping Services
2.6 ASSIGNMENT: The skills, training, knowledge and experience of CONTRACTOR are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONTRACTOR or on behalf of CONTRACTOR in the performance of this Agreement. In recognition of this interest, CONTRACTOR agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the perfom1ance of any of CONTRACTOR's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.
2.7 CONTROL AND PAYMENT OF SUBORDINATES: INDEPENDENT CONTRACTOR: The Work shall be performed by CONTRACTOR or under CONTRACTOR's strict supervision. CONTRACTOR will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee. CONTRACTOR reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONTRACTOR's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONTRACTOR are not employees of CITY and shall at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
CONTRACTOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONTRACTOR's officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONTRACTOR, a threat to persons or property, or if any of CONTRACTOR's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONTRACTOR and shall not be re-assigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONTRACTOR shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONTRACTOR'S compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.
2.I0NON-DJSCRIMINATION: In the performance of this Agreement, CONTRACTOR shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, gender, gender identification, gender expression, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
2.1 I INDEPENDENT CONTRACTOR ST A TUS: The Parties acknowledge, understand and agree that CONTRACTOR and all persons retained or employed by CONTRACTOR are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions ofClTY. CONTRACTOR shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONTRACTOR and all persons retained or employed by CONTRACTOR shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONTRACTOR under this Agreement or is otherwise e;,rpressly conferred by CITY in writing. 111.
INSURANCE
3. 1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONTRACTOR shall procure and maintain the following insurance coverage, at its own expense:
2012 - St reel Sweeping Services
A. Commercial General Liability Insurance: CONTRACTOR shall procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits ofno less than One Million Five Hundred Thousand Dollars ($1,500,000.00) per occurrence or Three Million Dollars ($3,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONTRACTOR shall procure and maintain Automobile Liability Insurance as broad as insurance Services Office Form Number CA 000 I covering Automobile Liability, Code I (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Five Hundred Thousand Dollars {$1,500,000.00) per accident for bodily injury and property damage.
C. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' 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 both CONTRACTOR and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONTRACTOR in the course of carrying out the Work contemplated in this Agreement.
3.2 ADDITIONAL fNSURED REOUJREMENTS: The CGL Coverage and the Automobile Liability insurance shall contain an endorsement naming the ClTY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of CaJifornia and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating ofno less than A:VIII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.
3.4 PRJMACY OF CONTRACTOR'S INSURANCE: All polices of insurance provided by CONTRACTOR shall be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers shall be in excess ofCONTRACTOR's insurance and shall not contribute with it.
3.5 W AIYER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR or CONTRACTOR's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY.
3.6 VERIFICATION OF COVERAGE: CONTRACTOR acknowledges, understands and agrees, that ClTY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONTRACTOR warrants, represents and agrees that its shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONTRACTOR's commencement of any work or any of the Work. Upon CITY's written request, CONTRACTOR shall also provide CITY with certified copies of all required insurance policies and endorsements.
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IV.
INDEMNlFICATlON
4. 1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "CITY lndemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of CONTRACTOR's commitment to indenmify, defend and protect CITY as set forth herein.
4.2 To the fullest extent permitted by law, CONTRACTOR shall indemnify, hold harmless and defend the CITY lndemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR 's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due CONTRACTOR under this Agreement any amount due CITY from CONTRACTOR as a result of CONTRACTOR's failure to pay CITY promptly any indemnification arising under this Article and related to CONTRACTOR's failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.
4.4 The obligations of CONTRACTOR under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers.
4.5 CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required herein, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR's subcontractors or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel ofCITY's choice.
4.6 CITY does not, and shall not, waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies wbicb the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION FOR CONVENfENCE: CITY may terminate this Agreement prior to the expiration of the initial Term at any time for convenience and without cause by giving CONTRACTOR a minimum of two (2) years prior written notice. In the event of such termination for convenience, CONTRACTOR shall be compensated only for those services and tasks which have been completed or performed by CONTRACTOR up to the effective date of the termination. Nothing in this Section shall be interpreted to require CITY to provide a minimum of one year's prior written notice for purposes of declining to extend the Page8 of14
20 I 2 - Street Sweeping Services
Agreement beyond the initial Term or beyond the expiration of any subsequent one-year extension term; it shall suffice that CITY communicate its intention not to extend the Agreement for any subsequent extension term at any time prior to the expiration of the initial Term (as provided for in Section 1.2, above) or prior to the expiration of any preceding one-year extension term (as provided for in Section 1.2, above). CONTRACTOR may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, ClTY may, to the extent applicable, require CONTRACTOR to provide all finished or unfinished Documents and Data, as defined in Section 6.1 below, and other information of any kind prepared by CONTRACTOR in connection with the performance of the Work. CONTRACTOR shall be required to provide such Documents and Data within fifteen (I 5) calendar days of C[TY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY's ability to terminate tl1is Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a " Default Notice") which shalJ specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable authorized cure period set forth under Sections 5.2.B and 5.2C below. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable authorized cure period or any extended cure period allowed under this Agreement. If this Agreement does not specify a period of time by which the performance of a particular duty, obligation, service or task to be performed by Contractor shall be considered untimely and thereafter become an Event of Default, the deadline period shall be deemed to be a period that is not more than fourteen (14) calendar days from the date of City's written demand that such duty, obligation, service or task be performed by Contractor.
B. CONTRACTOR shall cure each of the following varieties of Events of Defaults within the following applicable cure periods:
i. Within ten (10) calendar days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, certifications, plans, infonnation, data, documentation or written work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement. Prior to the expiration of the I 0-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the initial I 0-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure ofan Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial I 0-day cure period; or
11. Within ten ( I 0) calendar days of CJTY's issuance of a Default Notice for any failure of CONTRACTOR to timely pay any sums owed to CITY under this Agreement. (CITY shall be under no obligation to consider or grant any extension of time for the payment of past due sums owed to CITY under this Agreement); or iii. Within (10) calendar days of CJTY's issuance of a Default Notice for any failure of CONTRACTOR to procure or maintain the policies of insurance required under this Agreement or CONTRACTOR's failure to timely provide proof of such insurance to CITY as required under this Agreement (CITY shall be under no obligation to consider or grant any extension of time for any failure to procure or maintain required polices of insurance); or iv. Within thirty (30) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.ii that exceeds thirty (30) calendar days from the end of the initial 30-day cure period.
20 I] - Street Sweeping Services
C. Sections 5.2.A and 5.2.8 of this Agreement notwithstanding, the Parties acknowledge, understand and agree that an Event of Default under this Agreement shall also include, but shall not be limited to the following specific varieties of default:
i. CONTRACTOR 's taking of the benefit of any present or future insolvency statute, or general assignment for the benefit of creditors, or CONTRACTOR 's filing of a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for CONTRACTOR 's reorganization or the readjustment of CONTRACTOR 's indebtedness under Federal bankruptcy laws or under any other law or statute of the United States or any state thereof, or CONTRACTOR's consent to the appointment of a receiver, trustee or liquidator of all or substantially all of CONTRACTOR 's property; or ii. By order or decree of a Court, CONTRACTOR is adjudged bankrupt or an order shall be made approving a petition filed by any of CONTRACTOR's creditors or by any of the stockholders of CONTRACTOR, seeking CONTRACTOR's reorganization or the readjustment of its indebtedness under Federal bankruptcy laws or under any law or statute of the United States or of any state thereof; or
111. By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of CONTRACTOR; or iv. Becomes the subject of or a party to any regulatory enforcement action brought by any federal, State or local governmental agency in connection with its performance of street sweeping services under this Agreement; or v. CONTRACTOR's failure to procure or maintain any and all licenses, permits or other like governmental authorizations required for CONTRACTOR to perform the street sweeping services contemplated under this Agreement.
D. City shall cure any Event of Default asserted by CONTRACTOR within forty-five (45) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, any Event of Default arising out of CJTY's failure to timely pay any undisputed sums invoiced by CONTRACTOR shall be cured within ten (10) calendar days from the date CONTRACTOR issues written notice to CITY that an Event of Default has occurred; after such I 0-day cure period the Event of Default shall constitute a breach of this Agreement.
E. In addition to any other rights or remedies available to CITY under this Agreement, CITY, in its sole and absolute discretion, may also immediately suspend all or any portion of CONTRACTOR 's performance under this Agreement for convenience, for cause or both by issuance of a notice of suspension ("Suspension Notice"). CITY may issue the Suspension Notice at any time. If CONTRACTOR's services are suspended for convenience, the total number of suspension days in a single City Fiscal Year may not exceed one hundred and twenty (120) days total and no single suspension may exceed a period of ninety (90) consecutive days. If CONTRACTOR'S services are suspended for cause, such suspension shall be indefinite pending CONTRACTOR's cure of any and all outstanding Events of Default to the reasonable satisfaction of CITY or the termination of this Agreement by CITY, whichever occurs first. Upon such suspension, CONTRACTOR shall be compensated only for those services and tasks which have been rendered by CONTRACTOR to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
F. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise to such waiver, benefit, privilege or service.
G. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
2012 - Srreet Sweeping Services
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate or suspend CONTRACTOR's performance under this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance; iii. Call upon any security procured by CONTRACTOR to secure CONTRACTOR's performance under this Agreement; iv. Withhold any sums owed CONTRACTOR and apply such sum to any delinquent sums owed to CITY by CONTRACTOR;
v. Impose any liquidated damages authorized under this Article; vi. The CITY may proceed by appropriate court action to enforce or interpret the terms of the Agreement, to recover damages for CONTRACTOR'S breach of the Agreement; or
vii. The CITY may pursue any other available and lawful right or remedy.
CONTRACTOR shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
H. In the event CITY is in breach of this Agreement, CONTRACTOR 's may pursue any and all remedies available to it at law or in equity.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVlNG ARTICLES. SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.
VJ.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA: LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all complaint logs, reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONTRACTOR in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data.
CONTRACTOR shall require all subcontractors and subconsultants working on behalf of CONTRACTOR in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONTRACTOR in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONTRACTOR or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONTRACTOR without prior Page II of l4
20/ 2- Street Sweeping Services
written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the tennination or expiration of this Agreement. CONTRACTOR shall not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONTRACTOR warrants and represents that neither CONTRACTOR nor any person who is an officer of, in a managing position with, or has an ownership interest in CONTRACTOR has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONTRACTOR:
Nationwide Environmental Services
11914 Front Street
Norwalk, CA 90650
Attn: Ani Samuelian, Vice President/Director
Phone: (562) 860-0604
Fax: (562) 868-5726
Email: [email protected]
CITY:
City of Cudahy
Community Services Department
5220 Santa Ana Street
Cudahy, CA 9020 I
Attn: Community Services Director
Phone: (323) 773-5143
Email: [email protected]
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION: FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONTRACTOR shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY FREE TO CONTRACT WITH THIRD PARTIES: Nothing in this Agreement shall be construed as conferring upon CONTRACTOR an exclusive franchise right to perform any of the services contemplated under this Agreement. _At all times relevant under this Agreement, including during any period of suspension referenced under Section 5.2, above, CITY reserves the right to retain other contractors to perfonn work identical to work contemplated under this Agreement, including work affecting those areas of the City of Cudahy serviced by CONTRACTOR under this Agreement.
6.8 PROHIBITED INTERESTS: CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement.
Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the tenn of this Agreement, no member, officer or employee of CITY, during the tenn of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
2012-Street Sweeping Services
6.1 O GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. ln the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
6.1 l ATTORNEYS' FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
6. 12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
6.13 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
All rights and benefits under this Agreement inure exclusively to the Parties.
6.14CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6. l 5SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
6. I 6AMENDMENT: MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.
6. I 7CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.
6. I 8TNCONS1STENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control. In the event of any conflict or inconsistency between the provisions of the RFP and the provisions of the Proposal, the provisions of the RFP shall supersede and control.
6. l 9ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONTRACTOR prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6. 15, above.
6.20COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6. I 6, above. One fully executed original counterpart shall be delivered to CONTRACTOR and the remaining two original counterparts shall be retained by CITY.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
2012 - Streer Sweeping Services
NATIONWIDE ENVIRONMENT AL
SERVICES, A D EPING,
INC. A FO ~~""'-'--I.ON:
Name: Aoi SJnplia,
ATTEST:
By:~ gela B tam.ante i:::::c:
Title: __ ,..._z; ..... ce~Presi .......... • d=rt"-"-"--------- APPROVED AS TO FORM:
By: ~ Ric\rre:
City Attorney
2012 - Street Sweeping Services
,
~ ........ - -
600 .. IIDOl i!i!M637
ORIGINAL
Division of Joe's Sweeping, Inc.
®
•
www .nes-sweep1ng.com
11914 Front Street, Norwalk, California 90650
Office (562) 860-0604 Toll Free (800) 222-5637
Fax (562) 868-5726 [email protected]
Sweeping Since 1968
CITY OF CUDAHY
STREET SWEEPING PROPOSAL
DUE DATE: NOVEMBER 22, 2011 @3:00 PM
SUBMITTED BY.
11914 FRONT STREET, NORWALK, CA 90650
PH. (562) 860-0604 • FAX (562) 868-5726
www .nes-sweepmg.com
November 22, 2011
Mr. Angel Perales
Asst. City Manager
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Street Sweeping Proposal
Dear Mr. Perales:
Nationwide Environmental Services (NES), one of the first certified street sweeping contractors in the nation has provided street sweeping services to over 40 municipalities in the Southern California regions since 1968 and has proudly provided street sweeping services to the City of Cudahy since 1996. NES is second generation and a family owned street sweeping contractor providing state-of-the-art street sweeping, graffiti abatement, bus stop maintenance, parking lot sweeping and roll-off services at competitive prices. As a division of Joe's Sweeping, Inc., NES pledges to continue to provide the excellent and professional service that, historically, has been proven to be our company's most distinguishing attribute.
NES is the leading provider of street sweeping services in Southern California and has one of the largest fleet of alternative fueled street sweepers to assist municipalities in complying with SCAQMD Rule 1186 and 1186.1. NES is committed in providing quality street sweeping services with a dedicated staff to ensure a clean, healthy and safe environment. NES is known for its reliability, reputation and quality services with a courteous and responsive customer service department.
NES understands the requirements of the RFP and the attached proposal illustrates our commitment and understanding of the City's requirements. If you have any questions, please feel free to contact me.
Thank you for your consideration.
Vice President
11914 Front Street• Norwalk, California 90650 • (562) 860-0604 • Fax (562) 868-5726 www.nes-sweeping.com
TABLE OF CONTENTS
Page
Company Background .............................................................................. 1 Organizational Chart ................................................................................ 2 Staffing ................................................................................................... 3 Personnel/Experience .............................................................................. 4-5 Resumes ................................................................................................. 6-7 References*** Confidential*** ............................................................ 8 Equipment .............................................................................................. 9 Management Plan .................................................................................... 10-11 Complaint Form ....................................................................................... 12 Quality Assurance Program ...................................................................... 13 Route Inspection Form (Sample) .............................................................. 14 Proposal Form (Price Sheet) ..................................................................... 15 Additional FREE Services ......................................................................... 16 Equipment Specifications ......................................................................... 17-18 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19-21 Safety Record ......................................................................................... 22 Fueling Station (Press Release) ................................................................ 23 Worldsweeper.com .................................................................................. 24 naPSa Certification .................................................................................. 25 CD of Services .......................................................................................... Enclosed
COMPANY BACKGROUND
Nationwide Environmental Services (NES), a division of Joe's Sweeping, Inc., was founded in 1968 by Joe Samuelian to provide parking lot sweeping services. Joe's mission statement at the time was "To provide quality sweeping services utilizing the latest state-of-the-art equipment and creating the highest level of customer service available." From a single sweeper company to a fleet of more than 70 sweeping and cleaning vehicles, serving over 25 municipalities, that mission statement is as true today as it was over 40 years ago.
Our extensive fleet of sweeping and cleaning vehicles continues to maintain municipalities, residential communities (HOA), business parks, parking facilities, construction sites, private companies, various unified school districts and all employee parking lots and bus divisions at various locations for the Los Angeles Metropolitan Transportation Authority. Our current contracts cover street sweeping services within the greater Los Angeles area, and the surrounding areas of Orange County, Ventura, San Bernardino, and Riverside with populations ranging from 10,000 to 200,000.
NES has the most technologically advanced software's and the most experienced and dedicated management and personnel. NES is committed to total customer satisfaction by proactively addressing the needs of the communities we serve.
Our clean, efficient street sweeping services enhance a community's appearance. NES provides consistent and thorough sweeping services, thereby, ensuring a cleaner environment in which to reside and work. This type of environment promotes community pride and helps increase property values.
At NES we realize the importance of a clean and dependable fleet. Our vehicles are routinely cleaned and inspected which allows us to consistently present a positive image. Our truck mechanics are highly qualified and every driver is a trained professional. Everyone at NES is dedicated to keeping our fleet on the road and on time. Our motto is "Service First," which ensures you the client, when a NES truck is in your community it is serious about keeping your community clean. 1
Never Samuelian
President/ Owner
Ani Samuelian
ORGANIZATIONAL CHART
Joe Samuelian
Vice President/Owner
Vice President/Director/HR
Suzy Samuelian
j
Corporate Secretary
I
John Ozonian
I General Manager
Cheryle Parsons
Human Resources, PHR I
Nejteh Der Bedrossian
Operations Manager
Marlene Melchor
Office Manager/ Accounting Manager
Gary Der Bedrossian George Ramirez Luis Rabago
Operations Supervisor - Operations Supervisor Field Supervisor Dispatch Dispatch I I
Accounting Customer Service
Clerks Clerks Lead Workers
Fleet Service Personnel
Sweeper Operators
Pressure Washer Operators/Graffiti Abatement Personnel
Mechanics
Clerical Personnel
2
Executive:
Never Samuelian
Joe Samuelian
Ani Samuelian
John Ozonian
Suzy Samuelian
Administrative:
Marlene Melchor
Cheryle Parsons
Operations:
Nejteh Der Bedrossian
George Ramirez
Luis Rabago
Gary Der Bedrossian
Mechanics:
Yen Adjoian
President/Treasurer
Vice President
STAFFING
Vice President/Director/HR (Contract Manager)
General Manager
Corporate Secretary
Office Manager/Accounting Manager
Human Resources, PHR
Accounting Clerks
Customer Service Clerks
Clerical Personnel
Operations Manager (Project Manager)
Operations Supervisor (Quality Control Rep.)
Operations Supervisor (Quality control Sup.)
Field Supervisor (Route Inspector)
Lead Workers
Fleet Service Personnel
Sweeper Operators
Bus Stop Maint/Graffiti Abatement Personnel
Fleet Maintenance Supervisor
Lead Mechanic
Mechanics
3
PERSONNEL/EXPERIENCE
NES prides itself on its excellent customer service. All employees at NES are courteous, responsive, timely, equitable and professional. Employees are trained whether in person or on the phone to be pleasant, respectful and professional. Employees give full attention to each customer's needs by asking questions and by providing accurate information. Our customer service representatives offer immediate action to requests and complaints.
NES maintains a drug-free workplace and employs a staff of over 60 sweeper operators including back-up personnel. This method of employing back-up sweeper operators allows NES to manage personnel changes without sacrificing the quality of service to any one of our customers. All personnel wear company uniforms which include identification patches identifying the company and employee.
At NES, employees are trained, licensed, insured and competent to assure quick response along with professional services. Nonetheless, employees are knowledgeable about correct sweeping practices; therefore, they sweep each route according to the contract specifications and provide high quality services, a basic standard of NES. NES makes every effort to provide its employees with the tools and resources necessary to provide outstanding customer service. NES has been known for its remarkable quality of service and stands above all others in the industry by providing excellent customer service. All employees at NES have been screened and selected per NES' Driver Selection and Screening Policy.
NES believes that communication is a key factor in providing quality services, therefore, we have a 24/7 dispatch service available to assist the City with additional, special or emergency requests. In addition, NES will provide the City with NES' 24-hour dispatch telephone number and cellular telephone number of the project manager.
Safety comes first at NES; therefore, all managers, supervisors and employees receive ongoing safety training during their employment. The following is a guideline of our training program:
90 Day Training
• Review Driving Record and verify with OMV printout (Enroll in OMV Pull-Notice Program)
• Reference Check
• Pre-Employment Drug/Alcohol Screening
• Initial Safety Training
• Behind-the-Wheel Training
• Proper Operation of a Street Sweeper
• Defensive Driving Training
• Vehicle Safety Procedures & Precautions
4
PERSONNEL/EXPERIENCE
Ongoing Training
• Bi-Weekly Safety Meetings (One-on-One with Each Employee) • Quarterly Safety Meetings
• Random Safety Meetings administered by our Insurance Company • Random Drug/ Alcohol Testing
• Semi-annual refresher training administered by NES.
Sweeper operators have over ten (10) years experience, have completed training by TYMCO on the proper operating procedures of a street sweeper and have the appropriate class driver's license. NES will assign Carlos Ramos as the primary sweeper operator as he is an industry veteran and is the current sweeper operator for the City of Cudahy.
Management personnel have over fifteen (15) years experience and are highly trained in maintaining the highest level of customer service by focusing on guaranteed satisfaction. All employees and management personnel are skilled, experienced and competent and all are capable of communicating in both written and oral English. If necessary, NES has a staff of management personnel, back-up sweeper operators and back-up street sweepers which can be utilized.
NES also has fulltime in-house mechanics available 24/7 to handle any type of mechanical problem, should the need arise. Mechanics are ASE/TYMCO trained and skilled to repair and maintain alternative fuel street sweepers as well as all other types of vehicles.
5
RESUMES
Never Samuelian/President & Treasurer (Owner}
Never Samuelian is one of the founders of NES and started the company with her husband Joe Samuelian in 1968. Never currently meets with upper management to receive updates on all aspects of the business. Never is responsible for reviewing and analyzing all accounting matters.
Joe Samuelian/Vice President (Owner)
Joe Samuelian is one of the founders of NES and started the company with his wife Never Samuelian in 1968. Joe currently meets with upper management to receive updates on all aspects of the business. Joe is responsible for implementing marketing strategies as well as public relations.
Ani Samuelian/Vice President & Director (Contract Manager} Ani Samuelian has been employed with NES since 1994 and her responsibilities include:
Oversee daily operations, contract management, accounts payable/receivable/payroll.
Assist in establishing effective company goals and evaluate all insurance and bonding policies and procedures. Responsible for developing and implementing marketing strategies. Provide adequate communication with staff to identify problems and coordinate corrective action plans. Coordinate with department heads to facilitate efficient management functions. Participate in weekly meetings to discuss daily operations performance, regulatory issues, client concerns and company policies and procedures. Responsible for ensuring compliance of all State and Federal laws and regulations. Oversee Human Resources, Safety and Public Relations.
Ani is bilingual (English/Armenian) and has graduated from Southern California College of Business & Law. Ani is also a proud member of the L.A. Chapter Maintenance Superintendents Association (MSA) and the north american Power Sweeping association (naPSa).
Nejteh Der Bedrossian/Operations Manager (Project Manager) Nejteh Der Bedrossian has been employed with NES since 1991 and his responsibilities include: Oversee and supervise the daily operations of the plant. Responsible for designing new routes and organizing daily service routes and schedules for an effective operation. Managing and overseeing employees. Managing disposal operations; administer and oversee disposal program, including recycling and composting; establish programs with municipalities to meet AB 939 mandates. Monitoring and inspecting field operations; project point liaison for emergency callouts or request for services; monitors and reviews GPS tracking system reports. Perform cost comparison analysis to determine the most efficient and cost effective way to provide services to our clients.
Responsible for inventory control of the plant and purchases for maintaining an effective operation. Participate in weekly meetings to discuss daily operations performance, regulatory issues, client concerns and company policies and procedures.
Responsible for ensuring compliance of all State and Federal laws and regulations. 6
RESUMES
Nejteh is multilingual and a proud member of the L. A. Chapter - Maintenance Superintendents Association (MSA) and the north american Power Sweeping association (naPSa).
George Ramirez/Operations Supervisor
George Ramirez has been employed with NES since 2007 and his responsibilities include: assisting with the daily operations, organizing daily routes, scheduling, dispatch, field supervision, quality control, GPS monitoring and overseeing and supervising the daily maintenance and cleanliness of all vehicles. George is bilingual (English/Spanish) and has over 10 years experience.
Luis Rabago/Operations Supervisor
Luis Rabago has been employed with NES since 2007 and his responsibilities include:
assisting with the daily operations, organizing daily routes, scheduling, dispatch, field supervision, quality control, GPS monitoring and overseeing and supervising the daily maintenance and cleanliness of all vehicles. Luis is bilingual (English/Spanish) and has over 10 years experience.
Gary Der Bedrossian/Field Supervisor
Gary Der Bedrossian has been employed with NES since 1985 and his current responsibilities include: field supervision, quality control, monitoring and inspecting field operations, designing new routes and organizing daily service routes and schedules for an effective operation. Gary started employment with NES as a sweeper operator; therefore, Gary is well aware and knowledgeable of the pattern of sweeping, quality, route design and issues relating to sweeping performance and all other aspects of sweeping. Gary is multi-lingual (English, Armenian, Arabic, and Turkish).
Marlene Melchor/Office Manager
Marlene Melchor has been employed with NES since 2000 and her current responsibilities include: office management, accounts payable, accounts receivable, payroll, scheduling, report administration and overseeing customer service department. 7
REFERENCES***CONFIDENTIAL***
NES provides municipal sweeping services to the following jurisdictions. In addition, NES provides pressure washing services for parking lots, parking structures, sidewalks, bus benches/shelters and graffiti abatement services to several of the municipalities.
Customer Name Type of Service Contact Person Staffing Phone# Address Dates Title Fleet Size Fax#
Email
City of Bell Gardens Municipal Street John Oropeza 1 Sweeper Operator Ph. (562) 806-7793 7100 Garfield Ave. Sweeping Director of Public Works 1 Back-up Sweeper Operator Fax (562) 806-7789 Bell Gardens, CA 90201 1998-Present 1 Street Sweeper [email protected] 1 Back-uo Street Sweeoer
City of Downey Municipal Street Tim Graves 3 Sweeper Operators Ph. (562) 904-1452 11111 Brookshire Sweeping Public Works Supervisor 1 Back-up Sweeper Operator Fax (562) 869-9832 Downey, CA 90241 2003-Present 3 Street Sweepers Email: [email protected] 1 Back-up Street Sweeper
City of Montebello Municipal Street Jesse Hernandez 2 Sweeper Operators Ph. (323) 887-4616 1600 W. Beverly Blvd. Sweeping Street Maintenance Sup. 1 Back-up Sweeper Operator Fax (323) 887-4716 Montebello, CA 90640 1989-Present 2 Street Sweepers Email:
1 Back-uo Street Sweeoer [email protected] City of Norwalk Municipal Street Gary DiCorpo 3 Sweeper Operators Ph. (562) 929-5511 12700 Norwalk Blvd. Sweeping Director of Public Works 1 Back-up Sweeper Operator Fax (562) 929-5503 Norwalk, CA 90650 1994-Present 3 Street Sweepers Email: [email protected] 1 Back-uo Street Sweeper
City of Pico Rivera Municipal Street Raymond Chavez 3 Sweeper Operators Ph. (562) 801-4368 6615 Passons Blvd. Sweeping Analyst 1 Back-up Sweeper Operator Fax (562) 801-4765 Pico Rivera, CA 90660 1992-Present 3 Street Sweepers Email: [email protected] 1 Back-up Street Sweeoer
* *CONFIDENTIAL** ADDITIONAL REFERENCES AVAILABLE UPON REQUEST 8
EQUIPMENT
NES has a fleet of over 70 sweeping and cleaning vehicles including back-up street sweepers (see partial vehicle list below). Unit #233 & #234 will be utilized in the City of Cudahy. All street sweepers are equipped with safety features, painted in uniform color and will have logos and/or place cards for proper City of Cudahy Contractor identification. In addition, all street sweepers will be equipped with GPS {Teletrac) tracking systems. All equipment will be kept in safe working order and will be licensed and maintained in a safe and proper operating condition. Only sweepers powered by approved alternative fuels in accordance with SCAQMD Rule 1186 (PM10) and Rule 1186.1 will be utilized in the City of Cudahy (see page 17-18, equipment specifications)
Unit# Year Make Model Fuel Type Condition
218 2008 Freightliner Tymco 600 CNG Excellent
219 2008 Freightliner Tymco 600 CNG Excellent
221 2007 Schwarze ABOOD CNG Excellent
225 2008 Freightliner Tymco 600 CNG Excellent
226 2008 GMC C-7500 Tymco 600 CNG Excellent
227 2008 GMC C-7500 Tymco 600 CNG Excellent
228 2008 Freightliner Tymco 600 CNG Excellent
229 2008 GMC C-7500 Tymco 600 CNG Excellent
230 2008 GMC C-7500 Tymco 600 CNG Excellent
231 2009 GMC C-7500 Tymco 600 CNG Excellent
232 2009 GMC C-7500 Tymco 600 CNG Excellent
233 2009 GMC C-7500 Tymco 600 CNG Excellent
234 2009 GMC C-7500 Tymco 600 CNG Excellent
AOOinONAL VEHICLE INFORMA noN AVAILABLE UPON REQUEST
9
MANAGEMENT PLAN
Scope of Service
Nationwide Environmental Services (NES) general work plan to meet street sweeping requirements for the City of Cudahy incorporates a well-managed administration and operational structure supported by interdepartmental team work. NES' management will meet with City representatives to examine and evaluate the sweeping schedule according to contract specifications and schedules.
NES will provide street sweeping services on all designated arterial, collector, commercial, residential, industrial streets as well as all City facilities listed in the RFP.
NES will provide all labor, equipment, tools, fuel, material, insurance, supervision, waste disposal and all other items necessary to perform municipal street sweeping services.
NES provides consistent and thorough sweeping services, thereby, ensuring not only a cleaner environment in which to reside and work, but additionally, assists communities in diverting debris from storm drain systems. The diversion of debris is an important step in meeting NPDES (National Pollutant Discharge Elimination System) mandates.
Level of Cleanliness
At NES, employees are experienced, trained and expected to make a "Clean Sweep" (i.e., as many passes required to eliminate debris from all areas) of all streets.
Employees fully understand their responsibilities and debris not picked up by the street sweeper will be hand swept by the driver before leaving the area.
Additional Services
NES will provide emergency and special event sweeping based upon the proposed hourly rate.
Disposal
NES will transport and dispose of all sweepings in accordance with all City, County, State and Federal requirements.
Water
NES will make arrangements with Tract 180 and Tract 349 Water Company for water within their service area.
Holidays
NES will not perform sweeping services on the holidays listed in the street sweeping RFP (Page 6 of 14).
10
MANAGEMENT PLAN
Local Office/Customer Service
NES maintains a local office in Norwalk, CA and has a 24/7 dispatch service available to assist the City with additional, special or emergency requests. NES will respond to all service requests within 15 minutes. Complaints will be resolved within a 24 hour period. All complaints will be logged on a complaint form (see page 12, sample complaint form), including details and the resolution. NES will submit all complaints received to the City on a daily basis and will submit logs of all complaints to the City on a monthly basis.
Fueling
NES is proud to state that it is the first street sweeping company in the world to own and operate its own state-of-the-art CNG fueling station located in Norwalk, CA.
Safety
NES is in compliance with all Federal, State, County and Local safety laws, ordinances and regulations.
Regulations
NES is in compliance with all Federal, State, County and Local rules and regulations, including but not limited to NPDES, SCAQMD and OSHA.
Community Outreach
NES prides itself on maintaining great relationships with the communities we serve. NES does its utmost to participate in City organized events & charitable causes. Through our participation NES recognizes and gains insight into the needs and concerns of the communities we serve.
11
NATIONWIDE ENVIRONMENTAL SERVICES
DWISION OF JOE'S SWEEPING, INC.
COMPLAINT REPORT
CITY _________________ _
DATE: ---- TIME: - -- A.M. □ P.M. □
NAME OF PERSON CALLING
ADDRESS & STREET
CROSS STREET
------------
DAY OF ROUTE:.__ _____________ _
NAME OF DRIVER
UNIT#
COMPLAINT:
RETURN TO LOCATION
TIME A.M. 0 P.M. 0
NAME OF DRIVER CORRECTING COMPLAINT
REMARKS: -----------------
12
QUALITY ASSURANCE PROGRAM
NES' Quality Control/Quality Assurance Plan consists of the following:
NES will assign George Ramirez as the Quality Control Representative and Luis Rabago as the Quality Control Supervisor. In addition, Gary Der Bedrossian will be conducting route inspections.
The Quality Control Supervisor will complete inspections to ensure contract compliance.
The detailed reports (see page 14, sample route inspection form attached) will be completed after each inspection.
The Quality Control Representative and Quality Control Supervisor will be available to meet with City staff to discuss any issues or concerns. The Quality Control Supervisor will complete the following tasks:
• Make sure the routes are started on time
• Identify any problem areas, including but not limited to, low hanging trees, obstructions, and parked vehicles.
• Correct all deficiencies
• Complete daily inspection reports
• Discuss deficiencies with the employees to prevent recurrence • Provide employees with feedback
• Constantly remind employees about NES' "Clean Sweep" policy, which is making as many passes as necessary to maintain streets free of debris 13
CITY OF CUDAHY
STREET SWEEPING ROUTE INSPECTION FORM
SUBMIT fED BY NATIONWIDE ENVIRONMENTAL SERVICES
Date: --- Time: ---
Day of Route : o Mon. □ Tue. □ Wed. o Thur. □ Fri.
Location: ------------------------ --
Deficiency: □ Debris Left Behind □ Area Not Swept
□ Poor Quality □ Excessive Speed
□ Equipment En-or □ Operator Error
□ Other-Explain:
Resolution: D Re-Swept the Location D Advised the Operator D Repaired/Inspected the Equipment
Date: ____ _ Time: - - ---
Interference to the Sweeper's Right of Way
D Low Hanging Tree
D Residential Trash Containers
D Road Construction
D Raised Curbs & Gutters
□ High Volume of Parked Verucles
D Illegally Dumped Large Items
D Other-Explain: ______________________ _
Route Inspector: ____________ _ Date: ---
14
City of Cudahy
Street Sweeping Proposal
PROPOSAL FORM
Frequency
Item Description Approx. (Sweeps Unit Total
Quantity per year) Cost Cost
Routine Sweeping Maintenance
1. Sweep atrHts as deactlbed In 43.70CLM $_/CLM $ 94?13.63 the $20.84 aoeclflcatlons
2. Sweep arterial streets as 0.10 CLM $_/CLM $ 216.74 described In the ·- dons $20.84
3. Sweep medians and
eenterllnea as 6.30CLM $_/CLM $ 11,487.01
described In the $20.84 aaecJficatJons
TOTAL ANNUAL COST 1.20 $ /CLM $106,417.38
Additional Sweeping Items
4. Emergency Call Out NIA N/A $ 85/HR $ 85.00
5. Extraordinary rain storm N/A NIA $ 85/HR $ 85.00
SWNlllna
6. Spoclal event sweeping
IWNl<enda/Holldavs) NIA NIA $ 85/HR $ 85.00
7. Special sweeping (During
regular
NIA NIA $ 85/HR $ 85.00
Dav aweeDlna work houral
**NES Will Provide 80 Hours of FREE Sweeping Services Annually** **Please See Attached List of Additional FREE Services** GRAND TOTAL: I One Hundred Six Thousand Four Hundred Seventeen Dollars and Thirty Eight Cents CLM = Curb linear mile
The City reserves the right to increase the miles or hours of sweeping at the above unit price.
ADDITIONAL FREE SERVICES
NES proposes to offer the following cost savings options to the City of Cudahy:
• NES will provide 80 hours of free sweeping services per year. • NES will absorb the cost of living increase for 2012/2013 contract term. • NES will compost/recycle the debris collected from street sweeping services to increase the City's diversion rate as mandated by the State of California Assembly Bill 939 (AB939).
16
®
REGENERATIVE AIR SWEEPERS Conventional Cab Chassis
MODEL 600® REGENERATIVE AIR SWEEPER®/ GENERAL SPECIFICATIONS
SWEEPER AUXILIARY ENGINE
Engine .............. JOHN DEERE 4045T, 4 cyl. (Tier 3) Displacement ...................... 275 cubic inches (4.5L) Horsepower ...................... 99 @ 2,400 RPM (74 kW) Net torque ............... 261 ft-lb @ 1600 RPM (354 Nm) Air cleaner, heavy duty ................................ Dry type Oil filter, spin on ........................................... Full flow Auxiliary engine shutdown system
BLOWER, Rubber Lined
Aluminum alloy high volume open face turbine
Purpose ............................ Creates blast and suction Bearings ............. (2) sealed lifetime lube.anti-friction Boll-on housing ............................ Abrasion resistant, replaceable liner
Drive .................................... Heavy duly power band
DUST SEPARATOR
Type ........ Cyclonic, mullipass, centrifugal separation Size ............................................................. 20' x 61 " cylindrical area (508mm x 1549mm)
Location ................................... Axial to blower within hopper super structure
Particulate removal ................................ Through 61" (1549mm) skimmer slot into hopper
Inspection ................................ Hinged door. opened from hopper exterior
Housing ....................................... Abrasion resistant, w/replaceable wear resistant liner
HOPPER
Capacity (volumetric) ......................... 7.3 cubic yards (5.6 m3)
Capacity (volumetric) ............................ 6 cubic yards (4.6 m3)
Construction ................................ Welded steel plate with integral stiffeners
Floor angle ............................................................ 22' Dump door opening ............................... 84" x 44' 1.0. (2134mm x 1118mm)
Dumping method .................. Hydraulic with raker bar Dumping height ..................................... 36" (914mm)
PICK-UP HEAD
Function ..................... Air blast and suction chamber Width ............................................. 87" 1.0. (2210mm) Head area .......................... 2,610 sq. inches (1.68m2) BA~ area ............................ 3,567 sq. inches (2.3m2) Suspension ............................. 4 springs, 2 drag links Skids ..................................................... OUO-SKIDSSuction & pressure hose ....... 14" diameter (356 mm) Pressure bleeder ..................................... Integral for leaf/light material pickup
GUTTER BROOM, DUAL Patented
Standard equipment includes floodlight and
parabolic mirrors
Drive ................................................. Constant speed non-reversible hydraulic motor
Adjustment.. ......................................... Adjustable for down pressure, pattern and wear
Down pressure ..................................... Automatically adjusts to requirement
Flexibility ................................... All directions integral anti-damage "swing away" relief valve
Broom ............................................... .43" dia. (1 .1 m) steel wire, vertical digger
HYDRAULIC SYSTEM
Operates gutter broom(s), dump and pick-up head
Drive (diesel) ........ Gear driven from auxiliary engine Drive (CNG) ........... Belt driven from auxiliary engine Capaclty ....................................... 8 GPM (30.3 LPM) Reservoir ........ 25 gal. (94.6 L) with 80 mesh suction strainer, sight/temperature gauge, cooler
Filter ................................................ 1 O micron in-line
DUST CONTROL SYSTEM
System of water spray nozzles for airborne dust
suppression
Pump .......................................... Electric diaphragm Reservoir(s) Polyethylene ............. 220 gal. (832.7 L) with hydrant fill hose
Filter .................................................. 80 mesh In-line Low water shut-off ............................. Safety shut-off with low water warning light in cab coupled with
liquid level sensor
Spray nozzles:
Around pick-up head ........................................... 4 Gutter brooms (each) .......................................... 2 Hopper (inside) .................................................... 1
CONTROLS
Inside cab (lighted) ............................ Pick-up head, gutter broom(s), ignition and tachometer (auxiliary
engine), voltmeter, low water warning system (for
dust control system), all safety lights, hour meter,
pressure bleeder
Outside cab .................................................... Dump Steering ............................................................ Dual
SAFETY WARNING DEVICES
Amber rear mounted alternat.lng flashing
warning lights
Amber high powered strobe light with limb guard
Back up alarm
OPTIONAL EQUIPMENT
Abrasion proteclion package
Auto Sweep Interrupt
Auxiliary hand hose 8' dia. (203 mm)
Auxiliary hand hose hydraulic boom assist
Auxiliary hydraulic system
Broom Assist Pick-up Head (BAH•)
Cabover package includes 330 gallon
(1249 L) water capacity
Compressed Natural Gas (CNG) powered
Dustless • (Model DST-a-)
Gutter broom tilt adjuster(s) .......... (right, left or both) Gutter broom variable speed
Gutter broom Drop-Down
Hi/Low pressure washdown system
High output water system
Hopper deluge system
AQMD PM10 Certified
Hopper drain system
Hose reel, 50' retractable
Liquid recovery system
Low emissions package
Magnet
Propane LPG powered
Reverse pick-up head system
Runway Sweeper • Model HSP"
Stainless Steel Hopper
Color (other than TYMCO standard white)
Special options are available for your individual
requirements. Contact your local dealer or TYMCO.
CAB/ CHASSIS
Minimum Requirements
Model .................................... International 4300 M-7 GVW ...................................... 30,000 lbs. {13,620 kg) Frame ..................................................... 50,000 PSI Engine ....................... MaxxForce 7 365 CID (6.4 L) VB Diesel • 200 HP
Transmission ....................... Allison 2500 RDS series 5 speed automatic w/external oil filter
Alternator ..................................................... 110 amp Batteries ....................................... (2) 12V 1300 CCA Wheelbase ........................................ 152' (3861 mm) Fuel lank ............................................. 50 gal. (189 L) shared with sweeper
Tires (2-front, 4-rear) .................... Tubeless 11 R x 22.5 Steering (Dual) ..................... Integral power assisted with lilt
Brakes .................................... Dual Air w/ 13.2 CFM air compressor
Instruments & lights .......... Full package as required, back-up alarm
Dual gauge package
Mirrors ............ Electric remote controlled and heated Air conditioned cab
AM/FM CD stereo radio
Consult factory for sweeper specttications and other
available truck chassis.
GENERAL
SWEEPING WIDTH
Pick-up head only ............................... 8r (221 o mm) With 1 gutter broom .......................... 11 o• (2794 mm) With 2 guller brooms ........................ 142" (3606 mm)
OVERALL DIMENSIONS
(Approximate)
Length .............................................. .248' (6299 mm) Width .................................................. 96' (2438 mm) Height@ truck· ................................ 118" (2997 mm) Height less strobe light.. .................. 103" (2616 mm) Empty weight• ........................... 17,195 lbs (7806 kg) Weight (sweeper)" ...................... 7,980 lbs (3622 kg) "Dimensions and weight may vary with equipment.
1-800-258-9626
www.tvmco.com
© TYMCO, lnc. 2009 05/'l2109
This product 1s protected by numerous U S and Foreign Patents Spec1f1cat1ons subJect to change without notice.