ATTACHMENT #1
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
Project Name: Bus Shelter and Bus
Stop Cleaning and Maintenance
AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
SHELTERCLEAN SERVICES, INC.
THIS AGREEMENT, made and entered into this 30 th day of January 2024, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and SHELTERCLEAN SERVICES, INC., a California corporation, (hereinafter referred to as "Service Provider"). City and Service Provider agree as follows:
1. RETENTION OF SERVICE PROVIDER
City hereby retains Service Provider, and Service Provider hereby accepts such engagement, to perform the services described in Section 2. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The general services to be performed by Service Provider are as follows and are more particularly described in the Scope of Work, attached as Exhibit “A”, and incorporated herein: bus shelter and bus stop cleaning and maintenance, including washing and wiping down of all structures, trash pickup, and testing of solar lighting systems.
3. COMPENSATION AND PAYMENT
(a) Maximum. The total compensation earned by or payable to Service Provider, by City, for any and all services under this Agreement shall not exceed $250,136.00 (herein "not to exceed amount”).
(b) Rate. Service Provider shall be paid a fixed sum, according to the schedule listed in Service Provider’s Schedule of Fees, attached as Exhibit “B.” Any changes or modifications resulting in an increase to this fixed sum must be approved in writing by City’s Project Manager in advance, and may not surpass the not to exceed amount.
(c) Payment. All payments shall be made within 30 days after receipt of written verification from Service Provider of the actual compensation earned, in a form satisfactory to City's Project Manager.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
(d) Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B”.
4. CITY PROJECT MANAGER
The services to be performed by Service Provider shall be accomplished under the general direction of, and in coordination with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is, Tyler Nestved.
5. TERMS OF PERFORMANCE
Non-Exclusivity. This Agreement is non-exclusive. City reserves the rights to retain, employ, or contract with other qualified services providers during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate.
Ability to Perform. Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations.
Laws to be Observed. Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws as well as with Ventura County and City of Thousand Oaks ordinances, regulations and adopted codes during its performance of the work.
Payment of Taxes. The contract prices shall include provision for all taxes that Service Provider is required to pay. Service Provider is responsible for all taxes required to be paid under this Agreement.
Permits and Licenses. Service Provider shall procure all permits and licenses, pay all charges and fees, and give all necessary or legally required notices.
Prevailing Wage. Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of Service Provider to be familiar with the California Labor Code, and failure or neglect of Service Provider to understand the California Labor Code shall in no way relieve Service Provider from any obligations.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
Apprenticeship. Labor Code section 1777.5 requires the use of qualified apprentices by all trades, regardless of the dollar amount of their portion of the work, on public works contracts over $30,000. Apprentices shall be used at no less than the ratio required by law, and shall be paid at the prevailing wage for apprentices in the trade for which they are registered. It is Service Provider’s sole responsibility to ensure that they and their subcontractors comply with the specific requirements of section 1777.5 if applicable.
Department of Industrial Relations Requirements. The Work is subject to the payment of not less than prevailing wages under California Labor Code Section 1770 et seq. The work is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No contractor or subcontractor may be awarded a contract for public work on a public works project unless currently registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
Safety Provisions. Service Provider shall conform to the rules and regulations pertaining to safety established by Occupational Safety & Health Administration (OSHA) and the California Division of Industrial Safety.
Preservation of City Property. Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of Service Provider's operations, it shall be replaced or restored within a reasonable time at Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when Service Provider began work.
Subcontractors. Service Provider shall be solely responsible for ensuring that any subcontractors used in completing tasks under the Agreement comply with all pertinent laws and regulations as well as the relevant terms of this Agreement. City shall have no obligation to monitor or oversee subcontractors.
Immigration Act of 1986. Service Provider warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
Service Provider Non-Discrimination. In the performance of this work, Service Provider agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons.
Work Delays. Should Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and Service Provider.
Inspection. Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of Service Provider are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its contract requirements.
Audit. Service Provider shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination or expiration of this Agreement. Service Provider agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Service Provider shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Service Provider with respect to this Agreement, if allowed by this Agreement.
6. TERM, PROGRESS AND COMPLETION
This Agreement shall expire on January 30, 2027, unless Service Provider's authorized work assigned before the expiration of the term is not completed by that date. If work has not been completed during the allotted Agreement period, the terms and conditions of the Agreement, including all rights and obligations, shall remain in effect and bind the parties until the work is completed.
Service Provider shall not commence work on the services to be performed until (i) Service Provider furnishes proof of insurance as required by paragraph 9 below, and (ii) City gives written authorization to proceed with the work provided by City’s Project Manager.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
7. NO ASSIGNMENT
This Agreement is not assignable by Service Provider without City's prior consent in writing.
8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Service Provider's Damages. Service Provider holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Service Provider, to Service Provider's employees, to Service Provider’s contractors or subcontractors, or to the owners of Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third Party Claims/Liability. Service Provider shall indemnify, defend with legal counsel approved by City, and hold harmless City, its elected officials, officers, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Service Provider’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Service Provider, or should City otherwise find Service Provider’s legal counsel unacceptable, then Service Provider shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. Service Provider shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Service Provider’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement.
Service Provider’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Service Provider shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Service Provider will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Service Provider’s indemnification of City, and prior to commencement of Work, Service Provider shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below in a form that is satisfactory to City.
Coverage shall be at least as broad as:
(a).Commercial General Liability (CGL): Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including with limitation, blanket contractual liability.
(b).Automobile Liability: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Service Provider arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c).Worker’s Compensation: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Service Provider shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Service Provider, its employees, agents and subcontractors.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
If Service Provider maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. (d).Builder’s Risk: (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provision.
Service Provider may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name City as a loss payee as their interest may appear.
If the project does not involve new or major reconstruction, at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at City’s site.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Service Provider including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Service Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Service Provider shall ensure that the automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, 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 Service Provider, or City will withhold amounts sufficient to pay premium from Service Provider’s payments. In the alternative, City may cancel this Agreement.
City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Service Provider ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Service Provider, City and Service Provider may renegotiate Service Provider's compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Service Provider's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its elected officials, officers, agents, employees or volunteers shall be excess of Service Provider's insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Service Provider to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Service Provider, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Service Provider hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a). The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b). Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c). If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
Verification of Coverage
Service Provider shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Service Provider's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
Subcontractors
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
10. RELATION OF THE PARTIES
(a) Service Provider is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Service Provider shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Service Provider in connection with the performance of this Agreement. Except for the fees paid to Service Provider as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Service Provider for performing services hereunder for City. City shall not be liable for compensation or indemnification to Service Provider for injury or sickness arising out of performing services hereunder.
11. TERMINATION BY CITY
City Manager or his or her designee may terminate any portion or all of the services agreed to be performed under this Agreement by notifying Service Provider in writing 90 calendar days prior to any termination. In the event of such termination, Service Provider shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Service Provider within 30 days following submission of a final statement by Service Provider.
12. CORRECTIONS
Service Provider shall correct, at its expense, all errors in the work which may be disclosed during City's review of Service Provider's work. Should Service DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
Provider fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Service Provider.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. However, any approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Service Provider, its employees, subcontractors, agents and consultants.
14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified.
15. CONFLICT OF INTEREST
Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within City or with a City franchisee, Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
16. NON-APPROPRIATION OF FUNDS
Payments due and payable to Service Provider for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Service Provider’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
17. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN
PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged.
18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
19. TAXPAYER IDENTIFICATION NUMBER
Service Provider shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.
20. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City Manager, or his designee, and Service Provider.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
21. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
22. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
23. FEDERAL REQUIREMENTS
Service Provider acknowledges that federal funds are being used for this Agreement and that Service Provider is required to comply with all material obligations required by federal (Exhibit “C”) Ador state law in reporting work completed with said funds, and certifies that Service Provider and its subcontractors are eligible to participate in this Federally funded contract, pursuant to the “System for Award Management (SAM)” as maintained by the General Services Administration and required by 2 CFR, part 180.
Service Provider shall also comply with the federal Americans with Disability Act, Public Law 101-336, and observe the disability discrimination prohibitions of such laws in the performance of the work required under this Agreement.
24. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Grahame Watts, Transit Administrator
Public Works Department
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO SERVICE PROVIDER: Alan Mudge, General Manager
ShelterClean Services, Inc.
11065 Penrose Street
Sun Valley, CA 91352
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
25. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above.
SHELTERCLEAN SERVICES, INC.
Perry Fine, President
Steve Lo Basso, Chief Financial Officer
CITY OF THOUSAND OAKS
Al Adam, Mayor
ATTEST:
Laura B. Maguire, City Clerk
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Clifford G. Finely, Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
EXHIBIT A
SCOPE OF WORK
Bus shelters and stops will undergo a thorough cleaning every other week, with half of the shelters and stops being cleaned each week. The Janss Road Park and Ride Lot will be serviced twice a month, and the TOTC will be cleaned weekly. This schedule ensures that each location is cleaned at least twice every 30 days.
The service provider in charge of these cleaning services will invoice the City on a monthly basis, including a detailed record of the active bus shelters cleaned, the cleaning date, the overall condition of the shelter, any recommended repairs, and a timestamped picture of each cleaned active shelter once the job is completed. If any urgent repairs are discovered, they shall be reported to the City immediately.
Service Provider should also bring any potential problems or issues caused by development or construction that could interrupt routine maintenance to the attention of the City representative as soon as possible.
Basic service for bus shelter and bus stops shall include:
1. Wash all structures including all exposed surfaces, excluding solar panels, within the footprint of the stop. Towel dry water from the structure to eliminate water spotting and provide for water containment per the National Pollutant Discharge Elimination System (NPDES) and City regulations. The use of non-toxic, biodegradable cleaners is mandatory.
2. Removal of gum from shelter, trash containers, sidewalks, and curbs within the footprint of the stop.
3. Clean trash container lids, sides, and tops where present.
4. Deposit debris into trash containers or remove from premises all debris within the footprint of the stop. Report to City staff trash containers that are overflowing.
5. Remove sticky food products from all structures within the footprint of the stop.
6. Remove all non-City authorized postings from shelter surfaces.
7. Submit a Bus Shelter Monthly Summary Report of all bus stop locations that have a bus shelter. The monthly report shall include the date of service, general conditions of structures, summary of work completed, and recommendations for needed repairs. The monthly report shall also include two timestamped photographs of each bus shelter.
8. Inspect shelters with installed solar or shore-powered lighting for proper operation.
9. Wash and towel dry all solar panels at shelters with approved cleaning methods.
10.Inspect solar lighting equipment at least once quarterly for proper function and replacement of batteries and control devices using City-supplied components.
11.Clean solar-powered destination signs both the solar panels and displays (two different components).
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
12.Remove all graffiti from shelters and benches, take photographs prior to graffiti removal, and share them with the designated City staff contact person.
13.Replace broken or graffiti-marked glass as needed using City-supplied materials.
14.Clean the exterior of poster cases and timetable holders.
15.Replace bus schedules and timetables up to four times annually using City- supplied materials.
16.Replace plexiglass covers as needed using City-supplied materials.
17.Tighten and replace mounting hardware.
Basic services for Janss Road Park and Ride Lot will be conducted every other week (26 times per calendar year) and shall include the following:
1. Inspect trash containers for damage and replacement of damaged components. The City will supply replacement parts.
2. Inspect paved areas for trash, collect trash, and dispose of trash.
3. Clean the surface of electric vehicle charging equipment and inspect for damage.
Basic services for the TOTC will be conducted every week (52 times per calendar year) and shall include the following:
1. Clean and inspect the trash containers and lids for damage and replacement of damaged components. The City will supply replacement parts.
2. Inspect paved areas for trash, collect trash, and dispose of trash.
3. Clean the surface of electric vehicle charging equipment (currently 3 stations) and inspect for damage.
4. Clean system map poster cases.
5. No more than four times per year, per poster case, install City-provided printed materials into poster cases mounted to the exterior of the bus shelters.
6. Clean the surface of the battery recycling container.
7. Clean interior and exterior of 1 fiberglass bike rack
8. Clean three free-standing bike racks
9. Clean bike repair station located 250 feet west of S. Rancho Road
10.Clean all glass and composite panels.
11.Clean timetable cases.
12.Clean the surface of the mailbox located at the NW corner of Rancho Road and Haaland Drive.
13.Clean solar-powered destination signs both the solar panels and displays (two different components).
14.Clean all decorative railings immediately adjacent to the bus pads.
Note: emptying of trash cans and power washing concrete areas are excluded.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
EXTRA SERVICES
Must be approved in writing by the Project Manager prior to the commencement of any extra service. Extra services may include, but are not limited to the following:
1. Painting of shelters using City-supplied paint.
2. Replacement of bus schedules and timetables in excess of four times per calendar year with City-supplied materials.
3. Inspection of solar lighting equipment for proper function and replacement of batteries and control devices using City-supplied components.
4. Washing and hand towel drying of solar panels using approved cleaning methods and solutions.
5. Installation of components such as sign holders and other shelter amenities.
6. Replacement of decals and lettering.
7. Replacement of trashcan lids and liners using City-supplied materials.
8. Installation of new or replacement timetable holders with City-supplied materials.
9. Disassembly, relocation, and/or installation of bus shelters
10.Other work as may be requested.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
EXHIBIT B
SCHEDULE OF FEES
Total Monthly Routine Maintenance Over 3 Years= $125,136 Extra Services Reserve Amount= $125,000
Not-to-Exceed Total= $250,136
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
EXHIBIT C
FEDERALLY REQUIRED AND OTHER MODEL CONTRACT
CLAUSES
The following FTA terms and requirements are incorporated into the contract:
1.Incorporation of Federal Transit Administration (FTA) Terms This provision applies to all agreements
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Gold Coast Transit District requests which would cause Gold Coast Transit District to be in violation of the FTA terms and conditions.
2.No Obligation by the Federal Government
This provision applies to all agreements
a. CITY and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.
b. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
3.Federal Changes
This provision applies to all agreements
The Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between CITY and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
4.Civil Rights
This provision applies to all agreements
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.
5.Access to Records
This provision applies to all agreements
The Contractor agrees to the following access to records requirements:
a. To provide CITY, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to CITY, the Secretary of Transportation and the Comptroller DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until CITY, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
6.Program Fraud and False or Fraudulent Statements or Related Acts This provision applies to all agreements
a. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
b. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
c. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
7.Energy Conservation
This provision applies to all agreements
The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
8.Disadvantaged Business Enterprise (DBE) Participation Goal This provision applies to all agreements
a. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), CITY has adopted a Disadvantaged Business
Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This contract is subject to these stipulated regulations. In order to ensure that CITY achieves its overall DBE Program goals and objectives, CITY encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S.
DOT funds.
It is the policy of CITY to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and
7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
b. Discrimination: Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that is defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations.
c. CITY’s Race-Neutral DBE Program: A race-neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms.
Therefore, under a race-neutral DBE Program, CITY does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no DBE goal on this Project. d. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Contractor affirms that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Contractor affirms that it will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives.
e. Violations: Failure by Contractor to carry out these requirements shall be a material breach of the contract, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non- responsible 49 C.F.R. § 26.13(b).
9.Federal, State and Local Laws
This provision applies to all agreements
Contractor warrants that in the performance of this Agreement it shall comply with all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated there under. If this contract is funded with federal funds, the Contractor shall also comply with applicable Federal Transit Administration (FTA) directives.
Since laws, regulations, directives, etc. may be modified from time-to-time, the Contractor shall be responsible for compliance as modifications are implemented. The Contractor’s failure to comply shall constitute a material breach of this contract.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
10.ADA Access Requirements
This provision applies to all agreements, except materials and supplies The Contractor shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d).
11.Recycled Products
This provision applies to agreements in excess of over $10,000 per EPA designated items Recovered Materials - The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.
12.Termination for Convenience
This provision applies to agreements in excess of $10,000 The performance of work under this contract may be terminated by CITY in accordance with this clause in whole, or from time-to-time in part, whenever CITY shall determine that such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective.
After receipt of a notice of termination, and except as otherwise directed by CITY, the Contractor shall:
a. Stop work under the contract on the date and to the extent specified in the notice of termination;
b. Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated;
c. Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination; d. Assign to CITY in the manner, at the times, and to the extent directed by CITY, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case CITY shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
e. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of CITY, to the extent it may require, which approval or ratification shall be final for all the purposes of this clause; f. Transfer title to CITY and deliver in the manner, at the times, and to the extent, if any, directed by CITY the fabricated or non-fabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated, and the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to CITY;
g. Use its best efforts to seek, in the manner at all times, to the extent, and at the price(s) directed or authorized by CITY, any property of the types referred to above, provided, however, that the Contractor shall not be required to extend credit to any purchaser, and may acquire any such property under the conditions prescribed by and at price(s) approved by CITY, and provided further, that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by CITY to the Contractor under this contract shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as CITY may direct; h. Complete performance of such part of the work as shall not have been terminated by the notice of termination;
i. Take such action as may be necessary, or as CITY may direct, for the protection or preservation of the property related to this contract which is in the possession of the Contractor and in which CITY has or may acquire an interest.
j. After termination, the Contractor shall submit a final termination settlement proposal to CITY as directed. If the Contractor fails to submit a proposal within the time allowed, CITY may determine, on the basis of information available, the amount, if any due the Contractor because of the termination and shall pay the amount determined. After the Contractor’s proposal is received, CITY and Contractor shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, CITY may issue a final determination and pay the amount determined. If the Contractor does not agree DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
with this final determination or the determination resulting from the lack of timely submission of a proposal, the Contractor may appeal under the Disputes clause.
13.Termination for Default
This provision applies to agreements in excess of $10,000 a. CITY may, by written notice of default to the Contractor, terminate the whole or any part of this contract if the Contractor fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Contractor fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cause such failure to be corrected within a period of ten (10) days (or such longer period as CITY may authorize in writing) after receipt of notice from CITY specifying such failure.
b. If the contract is terminated in whole or in part for default, CITY may procure, upon such terms and in such manner as CITY may deem appropriate supplies or services similar to those so terminated. The Contractor shall be liable to CITY for any excess costs for such similar supplies or services, and shall continue the performance of this contract to the extent not terminated under the provisions of this clause.
c. Except with respect to defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and the Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required project completion schedule.
Payment for completed supplies delivered to and accepted by CITY shall be at the contract price. CITY may withhold from amounts otherwise due the Contractor for such completed supplies such sum as CITY determines to be necessary to protect CITY against loss because of outstanding liens of claims of former lien holders.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
d. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to termination for convenience of CITY. The rights and remedies of CITY provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.
14.Suspension and Debarment
This provision applies to agreements in excess of $25,000 a. The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. The Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:
(1) Debarred from participation in any federally assisted Award; (2) Suspended from participation in any federally assisted Award; (3) Proposed for debarment from participation in any federally assisted Award;
(4) Declared ineligible to participate in any federally assisted Award; (5) Voluntarily excluded from participation in any federally assisted Award; or
(6) Disqualified from participation in ay federally assisted Award. b. By signing and submitting its bid, or proposal or contract, the bidder, or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by CITY. If it is later determined by CITY that the bidder, or proposer knowingly rendered an erroneous certification, in addition to remedies available to CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder, or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
c. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount.
15.Buy America
This provisions applies to all agreements in excess of $150,000 and only for tangible property or construction will be acquired)
The Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content.
An offeror or offeror must submit to the FTA recipient the appropriate Buy America certification (see Attachment I) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.
16.Drug and Alcohol Testing
This provision applies to all agreements with safety-sensitive or security issues The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California or Gold Coast Transit District, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process.
The Contractor agrees further to certify annually its compliance with Part 655 before February 15th and to submit the Management Information System (MIS) reports before February 15th to Alex Zaretsky, HR & Safety Manager, Gold Coast Transit District, 301 East Third St, Oxnard, CA 93030.
To certify compliance the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
17.Contract Work Hours & Safety Standards Act
This provision applies to all agreements in excess of $100,000 for construction, rolling stock, and operational) (a) Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(b) Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of any violation of the clause set forth in paragraph (a) of this section the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. (c) Withholding for Unpaid Wages and Liquidated Damages: CITY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section.
(d) The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
18.Disputes
This provision applies to all agreements in excess of $100,000 a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by CITY’s Director of Finance and Administration, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Director of Finance and Administration shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Contractor mails or otherwise furnishes to the Director of Finance and Administration a written appeal addressed to CITY's General Manager. The decision of CITY's General Manager or duly authorized representative for the determination of such appeals shall be final and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.
c. Pending final decision of a dispute hereunder, Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision of CITY's Director of Finance and Administration.
This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any CITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California.
19.Clean Water
This provision applies to all agreements in excess of $150,000 a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
b. The Contractor further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).
The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.
20.Clean Air
This provision applies to all agreements in excess of $150,000 a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Contractor further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).
c. The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.
21.Lobbying
This provision applies to all agreements in excess of $100,000 See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New DPW: 940-10\etm\ev\Council\2024\013024\Bus Shelter Cleaning and Maintenance Att 1.docx
3 8
0 6
Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying (Attachment H- Part I), and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying” (Attachment H- Part II).
22.Safe Operation of Motor Vehicles
Applies to all federally funded third party contracts
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party contractor to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or CITY.
b. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately- owned vehicle when on official business in connection with the work performed under this contract.