SERVICES AGREEMENT
DEANGELO CONTRACTING SERVICES, LLC
[Homeless Encampment Clean-Up Services]
On this __ day of ______ , 2022, the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and DEANGELO CONTRACTING SERVICES, LLC, a Delaware limited liability company authorized to do business in California ("Contractor"), mutually agree as follows:
1. Scope of Services. Contractor shall furnish all labor, materials and equipment for and perform the work of Homeless Encampment Clean-Up Services ("Services"). Contractor shall perfo1m the Services in accordance with the provisions and requirements of the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference.
2. Term. This Agreement shall be in effect beginning July 1, 2022 through December 31, 2022, unless otherwise terminated pursuant to the provisions herein.
3. Compensation. City shall pay Contractor for the performance of the Services during the initial te1m of this Agreement a Contract Price not to exceed Five Hundred Thousand Dollars ($500,000). City shall pay Contractor for Services perfo1med to City's satisfaction on a monthly basis in accordance with the provisions of the Compensation Schedule attached hereto as Exhibit "B" and incorporated herein by this reference.
4. General Compliance with Laws. Contractor shall keep fully info1med of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the perfo1mance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
5. Business Tax Certificate. As a condition of this Agreement, Contractor shall secure a business tax ce1iificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code, and shall also secure any other licenses or pem1its which may be required.
6. Business Tax and Penalties. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City,
1 City will hold such disputed amount until either the approp1iate appeal process has been completed or until the dispute has been resolved.
7. Personnel. Contractor shall furnish all personnel necessaiy to perform the Services and shall be responsible for their pe1fonnance and compensation. The key pers01mel are listed in Exhibit "C," attached hereto and incorporated herein by reference. Contractor shall furnish qualified pers01mel to perform the Services.
8. Assignment and Subcontracting. Neither party shall assign any 1ight, interest, or obligation in or under this Agreement to any other entity without prior w1itten consent of the other paity. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a w1iting satisfactmy to the parties. Contractor acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set fo1ih in Section 11. The Conh·actor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
9. Independent Contractor. In the perfo1mance of this Agreement, Contractor, and Conh·actor's employees, subconh·actors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside . Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.
10. Indemnification. Contractor shall indemnify and hold haimless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage or action whatsoever, aiising out of the sole negligence or willful misconduct of Contractor, its officers, employees, subcontractors, agents or including but not limited to property damage, bodily injury, or death. Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlement or awards, the City and the City's employees, officers, managers, agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Conh·actor, Contractor shall, at its sole cost, have the right to use cotmsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumsc1ibes Contractor's indemnification of City. Conh·actor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate fonn of dismissal ( or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or circumsc1ibe Conh·actor's obligations to inde1miify and hold hannless the City.
2 11. Insurance.
11.1 General Provisions. Prior to the City's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the te1m of this Agreement, such insurance policies and coverages in the types, limits, fonns and ratings required herein. The rating and required insurance policies and coverages may be modified in w1iting by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 10 hereof.
11.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.
11.1.3 Cancellation. The policies shall not be canceled tmless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid .
11.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be canied by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Conh·actor will obtain such additional insurance coverage as Conh·actor deems adequate, at Contractor's sole expense.
11.2 Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3 700 of the Labor Code of the State of California requiring eve1y employer to be insured against liability for workers' compensation, or to unde1iake self-insurance before commencing any of the work. Contractor shall cany the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. P1ior to City's execution of this Agreement, Conh·actor shall file with City either 1) a ce1iificate of insurance showing that such insurance is in effect, or that Conh·actor is self-insured for such coverage, or 2) a certified statement that Conh·actor has no employees , and acknowledging that if Contractor does employ any person, the necessmy ce1iificate of insurance will immediately be filed with City. Any ce1iificate filed with City shall provide that City will be given ten (10) days' p1ior written notice before modification or cancellation thereof.
11.3 Co1mnercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain dming the te1m of this Agreement, cmmnerciaI general liability insurance and automobile liability insurance as required to insure Contractor against damages for personal injmy, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, cmmected with, or acting for or on behalf of Contractor. 3 The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies.
11.3.1 Contractor's commercial general liability insurance policy shall cover both bodily injmy (including death) and property damage (including , but not limited to, premises operations liability, products-completed operations liability, independent conh·actor's liability, personal injmy liability, and contractual liability) in an amount not less than $1,000,000 per occmTence and a general aggregate limit in the ammmt of not less than $2,000,000.
11.3.2 Contractor's automobile liability policy shall cover both bodily injmy and prope1ty damage in an amount not less than $1,000 ,000 per occunence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor's perfo1mance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles , Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles.
11.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds . Said policies shall be in the usual form of commercial general and automobile liability insurance policies , but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
11.3.4 The insurance policy or policies shall also comply with the following prov1s10ns:
a. If the policy is w1itten on a claims made basis, the ce11ificate should so specify and the policy must continue in force for one year after completion of the services.
The retroactive date of coverage must also be listed.
b. The policy shall specify that the insurance provided by Contractor will be considered ptimaiy and not contribut01y to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.
12. Termination. City shall have the 1ight to terminate any or all of Contractor's Services and work covered by this Agreement at any time upon thirty (30) calendar days' written notice to Contractor. In the event of such tennination, Contractor shall submit Contractor 's final written statement of the amount of services provided as of the date of such tennination for payment by the City.
4 Notwithstanding the foregoing, the City may tenninate Contractor's perforn1ance of this Agreement upon five (5) calendar days' w1itten notice if:
(1) Contractor fails to promptly begin performance of the Services; (2) Contractor fails to perform the Services;
(3) Contractor discontinues perfo1mance of the Services; (4) Contractor fails to make payment to employees in accordance with applicable law;
(5) Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having jurisdiction;
( 6) Contractor otherwise is guilty of breach of a provision of this Agreement; (7) Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contrachial obligations.
(8) A receiver, trnstee, or other judicial officer shall not have any right, title, or interest in or to this Agreement. Upon that person's appointment, City has, at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void.
13. Non-Discrimination. During Contractor's perfonnance of this Agreement, Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital stah1s, gender, gender identity, genetic infonnation, gender expression, sex or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Fm1her, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
14. City's Right to Employ Other Consultants/Contractors. City reserves the right to employ other Contractors in connection with the Services. If the City is required to employ another contractor to complete Contractor's work, due to the failure of the Contractor to perfom1, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
15. Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C", represents and wa1Tants that by the execution of this Agreement, they have no interest , present or contemplated, affected by the above-described Services . Contractor fm1her 5 wanants that neither Contractor, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest.
16. Solicitation. Contractor warrants that Contractor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this wananty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has achrnlly perf01med, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
17. Prevailing Wage. If applicable, pursuant to Section 1771 of the California Labor Code, Contractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as dete1mined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside . The Director's determination of prevailing wage rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDete1minatio11.htm, and is refened to and made a paii hereof as though fully set f01ih herein. California Labor Code Sections 1725. 5 and 1 771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public Works/Public Works.html.
18. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To City
City Manager
City of Riverside
Attn: Megan Stoye
3900 Main Street
Riverside, CA 92522
To Contractor
DeAngelo Contracting Services, LLC
Attn: Edwin McKee
100 North Conahan Drive
Hazelton, PA 18201
19. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Comi of California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
20. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing.
6 21. Severability. Each provision, te1m, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision , tenn, condition, covenant and/or restriction, in whole and/or in pa1i, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or paii thereof shall be severed from this Agreement and shall not affect any other provision, tenn, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.
22. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Contractor and City.
23. Authority. The individuals executing this Agreement and the instrnments referenced herein on behalf of Contractor each represent and wairnnt that they have the legal power, right and actual authority to bind Contractor to the tenns and conditions hereof and thereof.
24. Entire Agreement. This Agreement constih1tes the final, complete, and exclusive statement of the terms of the agreement between the paiiies pe1iaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the paiiies. Neither paiiy has been induced to enter into this Agreement by, and neither paiiy is relying on, any representation or wairnnty outside those expressly set forth in this Agreement.
25. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Unifonn Electronic Transactions Act ( ("CUET A") Civil Code § § 163 3 .1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signahires of the paiiies included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. Electronic signahire means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUET A as amended from time to time. The above statutes authorize use of an electronic signahire for transactions and contracts among parties in California, including a government agency, so long as ce1iain conditions are met. "Digital signature" is a type of electronic signahire and is defined as "an electronic identifier, created by computer, intended by the pmiy using it to have the same force and effect as the use of a manual signahire", and shall be reasonably relied upon by the parties. For purposes of this section, a "digital signahire" is defined in subdivision ( d) of Section 16.5 of the Government Code, and is a type of "electronic signahire" as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterpmis, each of which will be an original, but all of which together will constih1te one instrnment. Each certified or authenticated electronic copy of an encrypted digital signahire shall be deemed a duplicate original, constih1ting the one and the same instrument and shall be binding on the parties hereto
[SIGNATURES ON FOLLOWING PAGE.]
7 IN WITNESS WHEREOF the paities hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE , a California
charter city and municipal corporation
By: --------------
City Manager
Attest: ------------City Clerk
Certified as to Availability of Funds
~~7Mhta4-
By: --------------
CFO/Treasu rer
Approved as to Fonn:
By: Anthony Beauman (Sep 8, 202212:04 PDT)
Senior Deputy City Attorney
22 - 14 40 ALB 8/30/22
8 DEANGELO CONTRACTING
SERVICES , LLC, a Delaware
limited liability company authorized
to do business in California
(7atrolt' lJeA11t1eh By: Jarrod DeAngelo (Sep 7, 2~2 14:09 EDT) [Printed Name]
[Title]
1~ 0· °FM'~(1,f(!ft, By: josepg.e rguson (se;; ,2022 12:52 EDT) Joseph G. Ferguson
[Printed Name]
General Counsel
[Title]
EXHIBIT "A"
SCOPE OF SERVICES
CONTRACTING s· RVICES
September 1, 2022
Megan Stoye
City of Riverside
Office of City Manager
3900 Main Street
Riverside, CA 92522
Dear Megan:
DeAngelo Contracting Services LLC (DCS) is pleased to submit this proposal for continuing homeless encampment cleanups through November 2022. The scope of work will remain the same as in the project that ended June 30, 2022. Specifically, DCS will provide an on-call crew to work with City personnel to abate trash and debris throughout the city on a time and material basis.
At the beginning of any routine maintenance shift, the staff assembles at the project office. A short tailgate meeting is held to review the work planned for the shift, including coordination with the City and the specifics of the work to be accomplished along with a comprehensive list of equipment and materials. After the shift briefing, our maintenance staff will proceed with their planned items of maintenance for the shift. Plans are adjusted as necessary, to accommodate changing conditions. Work will proceed in an orderly fashion throughout all areas designated to sweep that day.
We plan on supplying a crew of 3 or more employees based on the planned work for the day as provided by the City. This crew will be equipped with all the necessary equipment to perform cleanup activities to meet contract requirements and will be overseen by the Project Manager.
Should it be deemed necessary, additional equipment and trained operators can be assigned to this contract at additional cost. These employees will work as a team to accomplish tasks in the most efficient and professional manner possible.
Hourly pricing will be as follows:
Mobilization (each day) 2 hours standard charge for all equipment and personnel Standard Labor Rate per employee $65.00/hour (Prevailing Wage) Overtime Labor Rate per employee $97.50/hour (Prevailing Wage) Equipment Operator, Standard Rate $150.00/hour (Prevailing Wage) Equipment Operator, Overtime Rate $200.00/hour (Prevailing Wage) Pickup Truck $35.00/hour
Stake Bed Dump Truck $45.00/hour
5-Yard Dump Truck $55.00/hour
Skid Steer $55.00/hour
Disposal At cost with receipts provided
Key personnel are as follows:
Project Manager
Project Supervisor
Lead Technician
Kevin Scrivner
Alex Zaragosa
Joe Viana
951-500-1375
909-827-0621
951-842-0903
We thank you for the opportunity to provide this proposal and look forward to resuming work with the City. Should you have questions regarding this information, please contact me at your earliest convenience.
Sincerely, ,,1
# _,r_,,£ .
T. Kevin Scrivner
General Manager
EXHIBIT "B"
COMPENSATION
Hourly pricing will be as follows:
Mobilization (each day) 2 hours standard charge for all equipment and personnel Standard Labor Rate per employee
Overtime Labor Rate per employee
Equipment Operator, Standard Rate
Equipment Operator, Overtime Rate
Pickup Truck
Stake Bed Dump Truck
5-Yard Dump Truck
Skid Steer
Disposal
$65.00/hour (Prevailing Wage)
$97.50/hour (Prevailing Wage)
$150.00/hour (Prevailing Wage)
$200.00/hour (Prevailing Wage)
$35.00/hour
$45.00/hour
$55.00/hour
$55.00/hour
At cost with receipts provided
Project Manager
Project Supervisor
Lead Technician
EXHIBIT "C"
KEY PERSONNEL
Kevin Scrivner
Alex Zaragosa
Joe Viana
951-500-1375
909-827-0621
951-842-0903