SERVICES AGREEMENT
SOUTHWEST SITE SERVICES, INC.
Sanitation Services for the 2022 Festival of Lights
On this day of _ 2022, the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and SOUTHWEST SITE SERVICES, INC., a California corporation ("Contractor"), mutually agree as follows:
Scope of Services. Contractor shall furnish all labor, materials, and equipment for and perform the work of providing twenty-one (21) Basic Sanitation Units with lights, fifteen (15) ADA Sanitation Units with lights, and eighteen (18) Hand Wash Stations for the 2022 Festival of Lights ("Services"). Contractor shall perform the Services in accordance with the provisions and requirements of the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference.
Term. This Agreement shall be effective on the date first written above and shall remain in effect until January 31, 2023, unless otherwise terminated pursuant to the provisions
3. Compensation. City shall pay Contractor for the performance of the Services during the initial term of this Agreement a Contract Price not to exceed Sixty-Six Thousand Five Hundred Sixty-Nine Dollars ($66,569.00), unless an increase is agreed to by the parties in writing.
City shall pay Contractor for Services performed 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. If the term of the Agreement is extended, Contractor's compensation for the extended term shall be mutually agreed upon in writing by the parties.
General Compliance with Laws. Contractor shall keep fully informed 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 performance 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 certificate 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 permits 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 1 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, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. The key personnel are listed in Exhibit "C," attached hereto and incorporated herein by reference. Contractor shall furnish qualified personnel to perform the Services.
Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory 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 forth in Section 11. The Contractor 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 performance of this Agreement, Contractor, and Contractor's employees, subcontractors, 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 harmless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage, or action whatsoever, arising 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 Contractor, Contractor shall, at its sole cost, have the right to use counsel 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 circumscribes Contractor's indemnification of City. Contractor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate form of dismissal (or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required 2 in this Agreement shall in no way limit or circumscribe Contractor's obligations to indemnify and hold harmless the City.
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 term of 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 unless 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 carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractor 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 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Contractor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation thereof.
11.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term 3 of this Agreement, commercial general liability insurance, and automobile liability insurance as required to insure Contractor against damages for personal injury, 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, connected with, or acting for or on behalf of Contractor.
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 injury (including death and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
11.3.2 Contractor's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence 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 performance 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 provisions:
a. If the policy is written on a claims made basis, the certificate 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 primary and not contributory 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 right 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 termination, Contractor shall submit Contractor's final 4 written statement of the amount of services provided as of the date of such termination for payment by the City.
Notwithstanding the foregoing, the City may terminate Contractor's performance of this Agreement upon five (5) calendar days' written notice if:
(1) Contractor fails to promptly begin performance of the Services; (2) Contractor fails to perform the Services;
(3) Contractor discontinues performance 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 contractual obligations.
(8) A receiver, trustee, 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.
Non-Discrimination. During Contractor's performance 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 status, gender, gender identity, genetic information, 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. Further, 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 perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
5 Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C", represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor further warrants 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 warranty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, 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 determined 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 prevailing wage rates available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. California Labor Code Sections 1725.5 and 1771.1 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/PublicWorks.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 To Contractor
Community & Economic Development Southwest Site Services, Inc.
City of Riverside Attn: Janet Gonzalez
Attn: Gema Ramirez 2990 Myers Street
3900 Main Street, 5'" Floor Riverside, CA 92503
Riverside, CA 92522
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 Court 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 6 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.
Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, 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.
Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.
24. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty 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 Uniform Electronic Transactions Act (("CUETA") Civil Code §§ 1633.1, 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 signatures of the parties 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 signature" 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 CUETA as amended from time to time.
The above statutes authorize use of an electronic signature for transactions and contracts among parties in California, including a government agency, so long as certain conditions are met. "Digital signature" is a type of electronic signature and is defined as "an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature", and shall be reasonably relied upon by the parties.
For purposes of this section, a "digital signature" is defined in subdivision (d) of Section
16.5 of the Government Code, and is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code.
This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. 7 Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting the one and the same instrument and shall be binding on the parties hereto.
[SIGNATURES ON FOLLOWING PAGE.]
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE, a California SOUTHWEST SITE SERVICES, charter city and municipal corporation INC., a California corporation By:
By:_ Print Name: Angela Fleming
Interim City Manager Title: Government Bid/Contract Lead (Notary) (Signature of Board Chair, President, or
Vice President)
ATTESTED TO:
and
By:_
City Clerk
Print Name: Angela Fleming
Certified as to Availability of Funds: Title: Government Bid/Contract Lead (Notary) (Signature of Secretary, Assistant Secretary,
CFO, Treasurer, or Assistant Treasurer)
By: 23-
Chief Financial Officer
APPROVED AS TO FORM:
By: he mon (0e 31, 2022 1615 PO
Senior Deputy City Attorney
22-1595 RK 09.29.22
9 EXHIBIT "A"
SCOPE OF SERVICES
The scope of work will include, but is not limited to, the following:
1. Switch-On Ceremony: Vendor must provide 21 Basic Sanitation Units with lights, 15 ADA Sanitation Units with lights and 18 Hand Wash Stations. All items must come fully stocked and with back up supplies.
2. Switch-On Ceremony: Vendor must deliver all units starting at 7:00 am on Friday, November 25, 2022 and be setup no later than 10:30 am. City will provide a detailed map and staff member to assist with placement. All items must be removed by 7:00 am Sunday, November 26, 2022 and replaced at Festival locations as indicated below.
3. Festival: Vendor must provide 22 Basic Sanitation Units with lights, 12 ADA Sanitation Units with lights and 12 Hand Wash Stations. All items must come fully stocked and with back up supplies. All items must be delivered and in place by 10:30 am Saturday, November 26, 2022 and removed on Sunday, January 1, 2023 by 10:00 am.
4. Vendor must provide daily cleaning, servicing and restocking of all units by 10:00 am.
5. Vendor must provide daily Porter Service for each unit during the hours of the event.
Porter Service must include cleaning and restocking of all units and fixing of any issues that may arise. Please see the event hours listed below.
Festival of Lights Portable Restroom Requirements
Switch-On Ceremony
November 25, 2022
Delivery/Set-Up Date Removal Date Description Qty
Nov 25 - 7 AM Nov 26 - 7 AM Hand Wash Stations 18
Nov 25 - 7 AM Nov 26 - 7 AM Basic Sanitation Units*
Nov 25 - 7 AM Nov 26 - 7 AM ADA Sanitation Units* 15
Festival
November 26, 2019 - December 31, 2022 (cleaned daily and porter service) Delivery/Set-Up Date Removal Date Description Qty
Nov 27 - 7 AM Dec. 31 - 7 AM Hand Wash Stations 12
Nov 27 - 7 AM Dec. 31 - 7 AM ADA Sanitation Unit 12
Nov 27 - 7 AM Dec. 31 - 7 AM Basic Sanitation 18
Porter Service is also required within the hours of the event.
Services need to include daily cleaning/servicing/stocking of portables no later than 10:00 am.
Daily Porter Service is also required within the hours of the event.
Monday - Sunday: 5:00 pm - 10:00 pm
Contractor/Company shall at all times represent the City in a professional, courteous, friendly, efficient and cost-effective manner.
EXHIBIT "B"
COMPENSATION
The amount to be paid for the term of the agreement shall not exceed Sixty-Six Thousand Five Hundred Sixty-Nine Dollars ($66,569.00).
EXHIBIT "C"
KEY PERSONNEL
Janet Gonzalez