ACTION:
____________________________
Clerk/Secretary
Department: Public Works Item No: C7
Prepared by: Leslie Webb-Blanco, Management Assistant Meeting Date: June 28, 2022 Approved by:
Kuna Muthusamy, Director
Patrick Johnson, City Manager Agenda Location: Consent Calendar SUBJECT: FOURTH AMENDMENT TO THE AGREEMENT WITH PRIDE INDUSTRIES RECOMMENDATION: Adopt City Council Resolution No. 2022- , approving the fourth amendment to the agreement with Pride Industries, Inc. for groundskeeping, trash abatement and recycling services.
CORRELATION TO CITY COUNCIL GOALS: (1) A Cleaner Vista, and (2) Climate and Environmental Responsibility.
PRIOR ACTION: On June 22, 2021, adopted City Council Resolution No. 2021-108, approving a second amendment to the agreement with Partnerships With Industry for Groundskeeping, Trash Abatement and Recycling Services (Vote 5-0).
On May 14, 2019, adopted City Council Resolution No. 2019-47, approving an agreement with Partnerships With Industry for Groundskeeping, Trash Abatement, and Recycling Services (Vote 5-0).
A Comprehensive list of prior actions is included in Exhibit 2.
STATEMENT ON THE SUBJECT: Since 1987, the City has contracted with Partnerships With Industry (PWI) to maintain litter control and assist in preventing litter pollution from entering the city’s storm drain system including channel and creeks. In 2021, PWI merged with Pride Industries (Pride) and under conditions of the merger, the City’s agreement with PWI was assigned to the new entity.
Pride continues to offer the same program the City contracted with PWI, Supported Employment Program; an adult vocational program that provides specialized productive work training in the community for individuals with developmental disabilities and other barriers to employment. Pride provides a qualified job coach who accompanies the crew at all times to supervise and develop job training skills for the adult participants. The City’s agreement with Pride includes a team consisting of one job coach and two workers assigned to the Public Works Department. The team’s current working schedule is for approximately three hours per day, four days each week (Monday through Thursday) for daily trash and litter collection services along roads and in the public right of way throughout the City’s boundaries.
Now that Pride has a full workforce to provide higher frequency service levels, staff recommends amending the current agreement to expand the scope of services to address community concerns with trash along City roadways. The expanded scope will increase staffing by adding a second team (one job coach and two crew members) where both teams will work four hours per day, five days per week AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
06/28/2022 C7 Page 1 of 29
Approved above recommendation, adopted City Council Resolution No. 2022-106. Vote: 4-0 (Ritter not present)
MEETING DATE: June 28, 2022 PAGE 2
SUBJECT: FOURTH AMENDMENT TO THE AGREEMENT WITH PRIDE INDUSTRIES (Monday through Friday) as opposed to four days per week previously. The increase in service and costs are illustrated in the attached Exhibit 5. Trash and litter collection services will continue to be focused on streets identified by staff, and feedback from residents and Council, as having the highest incidents of litter. Pride teams will continue separating all qualified recyclable products from regular trash as recyclable products qualify for funding through the CalRecycle Beverage Container City/County Payment Program Grant (CRB). All other conditions of the agreement remain in full force and effect.
FISCAL IMPACT: The amendment to the agreement with Pride Industries will increase the annual ceiling by $84,000 from the current $36,000 to a new annual ceiling of$120,000. Funding for the increase is available in Fiscal Year (FY) 2021/22 carryover and in the FY 2022/23 Operating Budget as illustrated in the table below. Funding for subsequent years will be included in yearly budget preparations. The below mentioned non-general fund accounts are funded annually by the CalRecycle Beverage Container City/County Payment Program Grant (CRB) and California Mandated Trash Cleanup (CMTC) funds.
Account Amount Funding Source
5010470.531500.CRB21 $24,695 FY 2021/22 Carryover-CRB Grant 5010470.531500.CRB22 $25,793 FY 2021/22 Carryover-CRB Grant 5110478.521000 $19,512 FY 2021/22 Carr over-CMTC Fund 5110478.521040 $50,000 FY 2022/23 Bud et-CMTC Fund EXHIBITS:
1. City Council Resolution No. 2022- , approving the amendment to the agreement with Pride Industries for groundskeeping, trash abatement and recycling services
2. Prior Actions
3. Fourth Amendment to Agreement with Pride Industries
4. Original Contract and all prior Amendment to Contract with Pride Industries
5. Service Cost Estimates
06/28/2022 C7 Page 2 of 29
RESOLUTION NO. 2022-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING THE FOURTH AMENDMENT TO THE
AGREEMENT WITH PRIDE INDUSTRIES FOR GROUNDSKEEPING, TRASH
ABATEMENT AND RECYCLING SERVICES
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. On May 14, 2019 the City of Vista entered into an agreement with Partnerships With Industry for groundskeeping, trash abatement, and recycling services.
B. On July 1, 2021 Partnerships with Industry merged with Pride Industries and the agreement was amended to replace Partnerships With Industries with Pride Industries as the contractor of record.
C. The City desires to expand the scope of contracted services to address community concerns with trash along City roadways by adding additional hours of trash and litter collection services each week focused on streets identified by staff as having the highest incidents of litter.
D. The City desires to amend the agreement to increase the annual contract ceiling by $84,000 from $36,000 to a new annual ceiling of$120,000 to compensate Contractor for the expanded scope of services.
2. Action.
A. The Fourth Amendment to the agreement with Pride Industries for groundskeeping, trash abatement and recycling services is approved, and the Mayor is authorized to execute the amendment.
Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 28, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
JUDY RITTER, MAYOR
APPROVED AS TO FORM: ATTEST:
WALTER C. CHUNG, ACTING CITY ATTORNEY KATHY VALDEZ, CITY CLERK By: By:
APPROVED
Walter C.Chung
20220616102254
001081071 EXHIBIT 1
06/28/2022 C7 Page 3 of 29
PRIOR ACTION:
On April 8, 2014, City Council Resolution No. 2014-51, approving an agreement with Partnership With Industry for Groundskeeping, Trash Abatement, and Recycling Services (Vote 5-0).
On May 14, 2019, City Council Resolution No. 2019-47, approving an agreement with Partnership With Industry for Groundskeeping, Trash Abatement and Recycling Services (Vote 5-0).
On April 8, 2014, City Council Resolution No. 2014-51, approving an agreement with Partnership With Industry for Groundskeeping, Trash Abatement and Recycling Services (Vote 5-0 ).
On April 14, 2009, adopted City Council Resolution No. 2009-73, approving an agreement with Partnerships With Industry for Groundskeeping and Trash Abatement Services (Vote: 5-0).
On November 14, 2006, adopted City Council Resolution No. 2006-221, approving the Amendment to the Agreement with Partnerships With Industry for Groundskeeping and Custodial Maintenance Services (Vote: 4-0, Vance absent).
On September 27, 2005, adopted City Council Resolution No. 2005-224, approving the Agreement for Groundskeeping and Custodial Maintenance Services with Partnerships With Industry (Vote: 4-0, Campbell absent).
On October 26, 2004, adopted City Council Resolution No. 2004-221, approving the First Amendment to the Agreement Between the City of Vista and Partnerships With Industry for Groundskeeping and Custodial Maintenance Services(Vote: 4-0, Vance absent).
On September 23, 2003, adopted City Council Resolution No. 2003-205, approving Agreement for Groundskeeping and Custodial Maintenance Services with Partnerships With Industry (Vote: 4-0, Vance absent).
On October 8, 2002, adopted City Council Resolution No. 2002-254, approving the First Amendment to the Agreement Between the City of Vista and Partnerships With Industry for Groundskeeping and Custodial Maintenance Services Dated October 10, 2000 (Vote: 4-0, one vacancy).
On October 9, 2001, adopted City Council Resolution No. 2001-205, approving the First Amendment to the Agreement Between the City of Vista and Partnerships with Industry for Groundskeeping and Custodial Maintenance Services Dated October 10, 2000 (Vote: 4-0, McClellan absent).
On October 10, 2000, adopted City Council Resolution No. 2000-192, approving the Agreement with Partnership With Industry For Groundskeeping and Custodial Maintenance Services (Vote: 5-0).
On January 9, 1989, adopted City Council Resolution No. 89-11, approving a service agreement with Partnerships With Industry (Vote: 5-0).
EXHIBIT 2
06/28/2022 C7 Page 4 of 29
On July 25, 1988, adopted City Council Resolution No. 88-162, approving an Agreement with Partnership With Industry for Groundskeeping and Trash Abatement Services (Vote: 5-0).
On January 25, 1988, adopted City Council Resolution No. 88-11, approving a service agreement with Partnership With Industry (Vote: 5-0).
On October 26, 1987, adopted City Council Resolution No. 87-290, approving a service agreement with Partnership With Industry (Litter Program) (Vote: 5-0). 06/28/2022 C7 Page 5 of 29
FOURTH AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA
AND PRIDE INDUSTRIES FOR GROUNDSKEEPING, TRASH ABATEMENT
AND RECYCLING SERVICES
THIS FOURTH AMENDMENT ("Fourth Amendment") to the Contract between the City of Vista and Pride Industries, dated June 28, 2022 ("Contract"), is made and entered into as of ("Fourth Amendment Date"), by and between the City of Vista, a chartered municipal corporation ("City"), and Pride Industries, a California 501(c)(3) nonprofit corporation ("Contractor").
Recitals: City and Contractor now desire to enter into a Fourth Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 2.3 of the Contract is amended to increase the annual contract ceiling by $84,000 from the current $36,000 to a new annual contract ceiling of$120,000, to compensate Contractor for an increase in the services as described in Section 4.0 of the Contract.
2. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this Fourth Amendment as of the Fourth Amendment Date.
CITY OF VISTA, a chartered municipal PRIDE INDUSTRIES, a California 501(c)(3) corporation nonprofit corporation
By:
JUDY RITTER, MAYOR By:
ATTEST: NAME/Title
KATHY VALDEZ, CITY CLERK
By:
By:
NAME/Title
APPROVED AS TO FORM:
WALTER C. CHUNG, ACTING CITY
ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
APPROVED
Amanda L.Guy
20220614122654
001080731 EXHIBIT 3
06/28/2022 C7 Page 6 of 29
THIRD AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA
AND PARTNERSHIPS WITH INDUSTRY FOR GOUNDSKEEPING AND
TRASH ABATEMENT INCLUDING RECYCLING SERVICES
THIS THIRD AMENDMENT ("Third Amendment")to the Contract between the City of Vista and Partnerships With Industry, dated May 14, 2019 ("Contract"), is made and entered into as of 1 ("Third Amendment Date"), by and between the City of Vista, a chartered uhicipaln ("City"), and Partnerships With Industry, a California 501(c)(3) nonprofit corporation("Contractor").
Recitals: City and Contractor now desire to enter into a Third Amendment to the Contract by modifying the terms of the Contract.
NOW,THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Effective as of the July 1, 2021 merger, the Contract is amended to update the �< = name of the Contractor,to, Pride Industries, a California 501(6)(3) nonprofit corporation.' � _
2. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this Third Amendment as of the Third Amendment Date.
CITY OF VISTA, a chartered municipal PARTNERSHIPS WITH INDUSTRY, a corporation 501(c)(3) nonprofit corporation.
By:
PA RICK JO SON, CITY MANAGER By:
ATTEST: NAME/Title COO
KATHY VALDEZ, CITY CLERK
B
By:
y:
NAM E/Title
APPROVED TO FORM:
DAROLD P ER CI RNEY
By:
RISK MANAGEMENT REVIEW:
DOLORE GASCON, RISK MANAGER
By:
APPROVED
Dardd Pieper
2021002415=8
000993022
EXHIBIT 4
06/28/2022 C7 Page 7 of 29
' partnerships
with industry ,
Crrali,tg�uh�,1;iehsur�nF;l.i+'cam••
March 10, 2021
City of Vista
Attn: Chris Arce
1165 E. Taylor Street
Vista, CA 92084-3303
Re: Request for Consent Regarding [name of agreement], Dear Chris:
Reference is hereby made to that certain [name of agreement] by and.between City of Vista and Partnerships With Industry (the "Company"), dated as of May 9, 2019 (the "Agreement"). The Company and PRIDE Industries("PRIDE") recently entered into an Agreement and Plan of Merger, pursuant to which the Company will merge with and into PRIDE (the"Merger'). The Merger is expected to become effective as of July 1, 2021.
As of the effective date of the Merger, the Company's separate existence shall cease, and PRIDE shall succeed, without other transfer, to all of the Company's rights, property, liabilities, and obligations. 11
The Company and PRIDE are both California nonprofit corporations that are recognized as tax-exempt under Internal Revenue Code Section 501(c)(3), and that share a common mission to create jobs and o4portunities for people with disabilities or other barriers to employment. Each party's board of directors has determined that the performance and efficiency of the services and activities of such party will be enhanced by,the Merger. The purpose of this letter is to notify you of the Merger and request your consent to any actual or deemed assignment, change of control or other consequence of the Merger as to which this notice or your consent may be required under the Agreement.
By executing this letter where indicated below, you waive any rights under the Agreement that may be triggered by the Merger and acknowledge and agree that the Agreement will continue in full force and effect in accordance with its terms as of and following the consummation of the Merger for the duration of the Agreement. The terms and conditions of the Agreement will otherwise continue unchanged, and your contact person should remain the same following the Merger. 'Such consent shall be deemed effective immediately as of the effectiveness of the Merger. If for any reason the Merger does not occur, this consent shall be null and void.
7546 Metropolitan Drive, Suite 14 San Diego, CA 92108-4416 -T. 619.681.1909 06/28/2022 C7 Page 8 of 29
We would very much appreciate receiving your countersigned letter as soon as possible, and in any event, prior to May 15, 2021. Please indicate the above consent, acknowledgment, and agreement by returning a signed copy of this fetter at your earliest convenience to baarbark0owiworks.org and/or msylva(D-r)wiworks,orq." If you have any questions regarding this letter, please do not hesitate to contact me at 619.681.1988 or - by email at bgarbar_kApwiworks.org.
Very truly yours,
Partnerships With Industry
By:
ACKNOWLEDGED AND AGREED Name:Brian Garbark
this 1091 day of March, 2021
Title: COO
City of Vista
By:
Name: 44--at.
Title: tA mn:-*
7540 Metropolitan Drive, Suite 105, San Diego, CA 92108-4416 T: 619,681.1999 06/28/2022 C7 Page 9 of 29
SECOND AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA
AND PARTNERSHIPS WITH INDUSTRY FOR GROUNDSKEEPING, TRASH
ABATEMENT AND RECYCLING SERVICES
THIS SECOND AMENDMENT("Second Amendment')to the Contract between the City of Vista and Partnerships With Industry, dated May 14, 2019 ("Contract"), is made and entered into as of t L_ e.a2 (`Second Amendment Date"), by and between the City of Vista, a chartered municipal corporation("City'), and Partnerships With Industry, a 501 (c)(3)nonprofit corporation ("Contractor").
Recitals: City, District, and Contractor now desire to enter into a Second Amendment to the Contract by modifying the terms of the Contract.
NOW,THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. City desires to expand the scope of services to address community concerns with trash along City roadways by adding additional hours of trash and litter collection services each week focused on streets identified by the staff as having the highest incidents of litter. ,2. Section 2.3 of the Contract is amended to increase'the annual contract ceiling by $10.000 from the current $26,000 to a new annual contract ceiling of$36,000 to compensate Contractor for the expanded scope of services.
3. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF,the parties have executed and entered into this Second Amendment as of the Second Amendment Date,
CITY OF VISTA, a chartered municipal PARTNERSHIPS WITH INDUSTRY, a 501 corporation a (c)(3) nonprofit corporation
By.
JUDY I ER, MAYOR By:
ATTEST: NAME/TitIe T-,f
t KATHY VALDEZ,CITY CLERK
By:
By:
NAM E/Title
APPROVED AS TO FORM:
` DAROLD P , CITY A ORNEY
By:
`r RISK MANAGEMENT REVIEW:
DOLORES GASCON,RI GER
By:
APPROVED
[)mold Po%W
OW MIS 3
2812022 -- - --E7- - Page 10 of 29
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA
AND PARTNERSHIPS WITH INDUSTRY FOR GROUNDSKEEPING AND
TRASH ABATEMENT INCLUDING RECYCLING SERVICES
THIS FIRST AMENDMENT("First Amendment")to the Contract between the City of Vista and Partnership With Industry,dated May 14, 2019("Contract"), is made and entered into as of J111C. rCo k ;(, ; ("First Amendment Date"), by and between the City of Vista, a charter—�cipal c rporation ("City"),and Partnerships With industry,a 501 (c)(3) nonprofit corporation("Contractor").
Recitals: City and Contractor now desire to enter into a First Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 2.3 is amended increase the contract ceiling by$11,000 to a new total contract ceiling of$37,000 for the current contract year through May 31, 2020.
2. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF,the parties have executed and entered into this First Amendment as of the First Amendment Date.
CITY OF VISTA, a chartered municipal PARTNERSHIPS WITH INDUSTRY, a 501 torpor io (c)(3) nonprofit corporation
4059 Oceanside Blvd, Suite B
By; A.
Oceanside, CA 92084
PATRICKJOHN ON, CITY MANAGER
ATTEST: B
KATHY VALDEZ, CITY CLERK
NAME/Title ?r,,-i C 00
By: _
APPROVED 6,1jTO FORM:
DAROLD P ER CITY NEY NAME/Title
By'
RISK MANAGEMENT REVIEW:
DOLORES GASCON,RISK MANAGER
By:
APPROVED
Darold Pieper
202003641e0012
f
0ON2745 2
06/28/2022 C7 Page 11 of 29
CONTRACT FOR GROUNDSKEEPING, TRASH ABATEMENT, AND
RECYCLING SERVICES
THIS "CONTRACT" is entered into by and between the"Parties" as of ©� ("Contract Date").
1.0 THE "PARTIES"
The "City": The "Contractor"
CITY OF VISTA, a chartered municipal PARTNERSHIPS WITH INDUSTRY, a corporation California 501(c)(3) nonprofit corporation 200 Civic Center Drive 4059 Oceanside Blvd, Suite B Vista, CA 92084 Oceanside, CA 92084
Working Contact: Chris Arce Contact: David Cuevas
Billing Contact: Chris Arce
2.0 BASIC TERMS
2.1 Contractor proposes to perform certain "Services"for City as set forth in Section 4.0 below.
2.2 Contractor desires to enter into this"Contract"with City for the Services.
2.3 The "Contract Ceiling Price" is $26,000 per year with a cumulative total of $130,000 for the maximum Term of the Contract.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect for 12 calendar months ("Term") and shall automatically renew on a year-to-year basis, for a maximum Term of 48 months from the contract date, unless sooner terminated by either the party as described in paragraph 3.3 below.
3.3 City may terminate this Contract upon 30-days' written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date.
City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
4.1 Contractor shall act in a professional capacity to assist the City's Public Works crews as requested by City. Contractor's work shall conform to all applicable statutes, laws, regulations, and professional standards for such work.
4.2 Contractor shall provide groundskeeping, trash abatement, and recycling services throughout City in the right-of-way areas. Services provided under this agreement shall City Services(Non-Construction)(No RFP) 1 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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be performed by employees of Contractor who, for the duration of this Contract, are participants of Contractor's Supported Employment Program.
4.3 Services include providing laborers from Contractor's organization, maintaining accurate time and attendance records, providing an assessment and placement of such laborers to assist the Public Works Department in trash abatement including recycling activities and using the necessary equipment and tools, and providing final compensation (i.e., payroll services) for all laborers and staff.
4.4 Subject to other provisions of this Agreement, City shall provide Contractor with the necessary equipment and tools. City will proactively inform Contractor of changes which affect the group's employment and address any performance concerns with Contractor. City shall provide direction to the work crews provided by Contractor.
5.0 COMPENSATION
5.1 City shall pay Contractor for services rendered as described above at a monthly rate determined by individual productivity as determined through ongoing time studies per U.S.
Department of Labor(DOL) standards. This rate determines the norm for individual pay. Norms are established by conducting time studies on experienced workers (i.e., received at least one pay increase and has worked at least six months). Individual pay is determined by assessing individual productivity and multiplying that by the applicable wage.
5.2 The monthly variance of invoices shall at no time exceed a twenty (20) percent increase without prior notice.
5.3 Contractor is responsible for its own payroll regarding the job coach and work crew members. Contractor determines each crew member's pay based upon an individual's productivity formula as described above.
5.4 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.5 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.5.1 The changes, additions, and deductions to be made.
5.5.2 The increase or decrease in compensation due the Contractor, if any.
5.5.3 Adjustment in the time of completion, if any.
5.6 Contract Ceiling Price
5.6.1 In no event shall City be liable for paying more than the maximum Contract Ceiling Price of$130,000 for Contractor's services rendered under this Contract.
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5.6.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.7 Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A—E.
7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES Not applicable to this Contract.
8.0 ASSISTANCE BY CITY
All information, data, records, reports and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records reports and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records reports, and maps be inaccurate, incomplete or misleading.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience and facilities necessary to properly perform the Services required under this Contract in a thorough, competent and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees City Services(Non-Construction)(No RFP) 3 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR'S STATUS; CONTRACTOR'S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership,joint venture, or association between City and Contractor.
10.2 Not applicable to this Contract.
10.3 Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor's officers, employees, agents and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor's officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor's officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person's race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
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11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys'fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor's officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party ("Representative"). Any written or verbal directions or requests of City's Representative delivered to the Contractor's Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such City Services(Non-Construction)(No RFP) 5 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager's designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager's designee.
14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor's performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Not applicable to this Contract.
16.2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used City Services(Non-Construction)(No RFP) 6 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or(b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor's scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder(collectively "Conflict Laws"). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For City Services(Non-Construction)(No RFP) 7 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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purposes of this Section, the term "City Official" shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, "Indemnitees") harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, "Liability") arising out of or in connection with this Contract or its performance, including Liability related to the administration of Contractor's Supported Employment Program, except: (1) Liability caused by Indemnitees' sole negligence or willful misconduct; or(2) for Liability caused by Indemnitees' active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees' active negligence contributed to the Liability on a comparative basis; or(ii) such other amount as may be required by law("Duty of Indemnification").
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party's Representative or by overnight courier service to the Party's address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in City Services(Non-Construction)(No RFP) 8 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
24.0 SURVIVAL OF COVENANTS
Contractor's obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California. [Continued on page 10.]
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28.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
29.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
CITY OF VISTA, a chartered municipal PARTNERSHIP WITH INDUSTRY, a corporation 501(c)(3) nonprofit corporation
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JUDY TR, MAYOR
ATTEST: NAME/TITLE
KATHY V,A`LDEZ, CITY CLERK
By: 4 By:
IL k APPROVED AS TO FORM: IJt�iV[ . %�Va' : U C .
DAROLD PIEITY EY NAME/TITLE
By:
RISK MANAGEMENT REVIEW:
DOL ZEscpq, RISK MANAGER
By:
APPROVED
Darold Pieper
20190423161852
City Services(Non-Construction)(No RFP) 10 of 10 PARTNERHIPS WITH INDUSTRY 000717991
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EXHIBIT A
NOT APPLICABLE TO THIS CONTRACT
000717991 Exhibit A
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EXHIBIT B
NOT APPLICABLE TO THIS CONTRACT
000717991 Exhibit B
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EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor's Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability ("CGL"): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products, completed operations, property damage, bodily injury, and personal &advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
i
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. ❑ Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 000717991 Exhibit C, Page 1 of 3
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to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VI I, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. 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 the Contractor's obligation to provide them. City reserves the right to require 000717991 Exhibit C, Page 2 of 3
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complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 000717991 Exhibit C, Page 3 of 3
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AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code§§1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
NOT APPLICABLE TO THIS CONTRACT
000717991 Exhibit D
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EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. ❑ State of California grant conditions, as attached.
2. ❑ Federal grant conditions, as attached.
3. ❑ Other conditions, as attached.
I
I
000717991 Exhibit E
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SERVICE COST ESTIMATE
Description Hours Per Day Days Per week Crew Size Hour per week Hourly Rate Weekly Cost Annual Cost for all
Current Services 3 4 3 36 $19.65 $707.40 $36,784.80 Expanded Services 4 5 6 120 $19.65 $2,358.00 $122,616.00 EXHIBIT 5
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