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HomeMy WebLinkAbout13. Approve Month-to-Month Svc Agmt w-Nationwide Environmental Svcs & Form Subcommittee & Appoint Two Council MbrsTO: MAYOR ASHTON AND MEMBERS OF THE CITY COUNCIL APPROVED SAV FROM: OFFICE OF THE CITY MANARGEQTV MANAGE�F? BY: JOHN OSKOUI, ASSISTANT CITY MANAGER 2110MEMN101M It is recommended that the City Council: 111111111IM40AT11:10 'A1j1j:q=j:jj0[Mj , & uloleml 2. FORM A SUBCOMITTEE TO EVALUATE THE CITY'S STREET SWEEPING, CATC1 BASIN CLEANING AND RELATED SERVICES PROGRAM AND APPOINT TWO MEMBERS OF THE CITY COUNCIL. The City entered into an greement wit Nationwide Environmenta Services commencing July 1, 2003 for citywide street sweeping services. Over the course of the years new mandates and regulations impacted street sweeping operations, changes to the service providers corporate structure, and additional services, including catch basin cleaning, requested by the City required amendments to the Agreement which were approved on July 1, 2008, June 27, 2012 and January 24, 2017 (Attachment A). Nationwide Environmental Services has been providing to the City quality street sweeping, catch basin cleaning and a range of related services on a consistent basis and at great value. At its meeting of June 23, 2018, the City Council expressed its desire to create a subcommittee for the purpose of evaluating various available options with regards to the City's street mlw� so F. tog RM JULY 10, 2018 PAGE 2 sweeping, catch basin cleaning and other related services. As such, it is recommended that the City Council form the Street Sweeping and Catch Basin Cleaning Subcommittee and appoint to two Council Members to work with staff to study the existing program, current market trends and various service delivery options. Excluding emergency call -outs and other as -needed service requests by the City, the total annual funding obligation for street sweeping, catch basin cleaning and other related services is $461,114 which is paid through Proposition A, General and Sewer/Storm Drain funds. M_'TF_'M.T= Attachment A: Agreement Attachment B: Month -to -Month Agreement Letter 2 STREET SWEEPING SERVICES AGREEMENT BETWEEN THE THE CITY OF DOWNEY, CALIFORNIA AND NATIONWIDE ENVIRONMENTAL SERVICES DATED: JULY 1; 2003 City of Downey - l Street Sweeping Services Agreement ATTACHMENT STREET SWEEPING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is entered into this 1't day of July, 2003, by the City of Downey, a charter city and municipal corporation organized under the laws of the State of California (hereafter "City"), and Nationwide Environmental Services, a California corporation (hereafter "Contractor"). RECITALS: WHEREAS, the City is obligated to sweep public streets and parking lots to comply with the requirements of the California Regional Water Quality Control Board, Los Angeles Region Order NO. 01-182, National Pollution Elimination System Permit No. CAS004001, Waster Discharge Requirements for Municipal Storm Water and Urban Runoff Discharges within the County of Los Angeles, and the incorporated Cities therein, except the City of Long Beach; and WHEREAS, the City is obligated to protect the public health and safety of the residents of the City of Downey and arrangements by contractors for the street sweeping services should be made in manner consistent with the protection of public health and safety; and WHEREAS, the City and the Contractor are mindful of the provisions of the laws governing the Street sweeping operations, including but not limited to noise, emission, dust control, and waste disposal; and WHEREAS, the Contractor has represented and warranted to the City that it has the experience, responsibility, and qualifications to conduct the services detailed herein, and to arrange with residents and other entities in the City of Downey for the street sweeping, and safe disposal of Sweeping Waste; and WHEREAS, the City Council of the City of Downey determines and finds that the public interest, health, safety and well being would be served if the Contractor performs these services on the City's streets, median island curbs, intersections, alleys, and municipal parking lots; and WHEREAS, Section 6200 of the City's Municipal Codes provides that any person furnishing the City or its inhabitants with street sweeping services is required to have a permit therefor; and WHEREAS, the City Codes the City Council is empowered to enter into agreements with any person or corporation and to prescribe the terms and conditions of such agreements; and WHEREAS, the City Council adopted a resolution on April 8, 2003 authorizing the execution of this Agreement. NOW, THEREFORE, the parties agree as follows: City of Downey .2— Street Sweeping Services Agreement SECTION 1.1. 'DEFIN MONS. The following capitalized names and terms shall have the meanings set forth below: "Agreement" means this Street Sweeping Services Agreement between the City and the Contractor, including the Appendices hereto, the Street Sweeping Request For Proposal and any Addendum(s). "Agreement Date" means the date of delivery of this Agreement as executed by the parties hereto. '.Agreement Year" means the year beginning on January 1 and ending on December 31 of that same year. "Appendix" means appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof. "Applicable Laud' means any law, rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the Agreement Services; the Operating Assets; or any other transaction or matter contemplated hereby including any of the foregoing which concern health, safety, fire, environmental protection, labor relations, mitigation monitoring plans, building codes, non-discrimination and the payment of minimum wages, and further including the City Municipal Codes. "Change in Law" means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, management, operation or maintenance of the Operating Assets or other matters to which Applicable Law applies: (1) the enactment, adoption, promulgation, issuance, modification, or written change in administrative or Judicial interpretation on or after the Agreement Date of any Applicable Law; or (2) the order or judgment of any Governmental Body, on or after the Agreement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the City or of the Contractor, whichever is asserting the occurrence of a Change in Law;proJde A however, that the contesting in good faith City of Downey -3— 1 Street Sweeping Services Agreement or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence. "Agreement" means the agreement for the sweeping and disposal of debris from the streets of the City of Downey. "City" means the City of Downey, a California charter city and municipal corporation as it now exists or as its boundaries may from time to time be changed. City Code" means the Downey Municipal Code, as the same may be amended, supplemented or modified from time to time. "City Indemnified Parties" has the meaning specified in Section 10. 1 hereof. "Commercial Premises" means any building or site in any zone of the City, other than Residential Premises, from which any business, service, non-profit, governmental, institutional, commercial or industrial activity is conducted, including without limitation motels, hotels, recreational vehicle parks, restaurants, professional offices, clubhouses, places of entertainment, manufacturing plants, and private schools. "Contractor" means Nationwide Environmental Services, a California corporation, and its successors and assigns permitted hereby. "Contractor Operating Assets" means all real and personal property of any kind, which is owned, leased, managed or operated by or under contract to the Contractor for providing the Street Sweeping Services, including without limitation containers, vehicles, transfer stations, maintenance and storage facilities, administrative facilities and other equipment, machinery, parts, supplies and tools. "Designated Disposal Site" means the facility or facilities designated by the City, if the City has made any such designation, for the processing and/or disposal of Street Sweeping Waste. "Director of Public Works" means the official designated as the Director of Public Works of the City or his/her authorized representative. "Fees and -Costs" means reasonable fees and expenses of employees, attorneys, accountants, architects, engineers, expert witnesses, contractors, consultants and other persons, and costs of transcripts, printing of briefs and records on appeal, copying and other reimbursed expenses, and expenses of any Legal Proceeding. "Final Determination" means a judgment, order or other determination in any Legal Proceeding which has become final after all appeals or after the expiration of all time for appeal. "Governmental Body" means any federal, state, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority. City of Downey -4- Street Sweeping Services Agreement "Gross Revenue" means any and all revenue or compensation in any form derived directly or indirectly by Contractor for the collection, transportation and disposal of street sweeping materials. "Insurance Requirement" means any rule, regulation, code, or requirement issued by any insurance rating bureau or any body having similar functions or by any insurance company which has issued a policy with respect to the Operating Assets or the Street Sweeping Services. "Legal Entitlement" means all permits, licenses, approvals, authorizations, consents, and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Operating Assets or the performance of any obligation under this Agreement or the matters covered hereby. "Legal Proceeding" means every action, suit, litigation, arbitration, administrative proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. "Legal Requirement' means all applicable local, state and federal laws, ordinances, rules, regulations, codes and orders, as may be amended from time to time, including without limitation, the South Coast Air Quality Management District Rule 1186, the California Occupational Safety and Health Act (Cal. Labor Code 6300 et. seq.), the Federal Occupational Safety and Health Act (29 U.S.C. 651 et. Seq.), the California Regional Water Quality Board, Los Angeles Regional Order No. 01-182, National Pollution Elimination System Permit No. CAS004001, Waster Discharge Requirements for Municipal Storm Water and Urban Runoff Discharges within the County of Los Angeles, and the incorporated Cities therein, except the City of Long Beach. "Loss -and -Expense" means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, claim, demand, charge, tax, or expense, including all Fees -And -Costs. "Owner" means the person holding the legal title or having a right to possession to the real property constituting the Premises to which Street Sweeping Services are provided or required to be provided hereunder. "Performance Bond" has the meaning set forth inflection 6.7 hereof. "State" means the State of California. "Term" has the meaning specified in Article IX hereof. "Ton" means a "short ton" of 2,000 pounds. "Uncontrollable Circumstance" means only the following acts, events or conditions, whether affecting the City or the Contractor, to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on City of Downey - 5 — Street Sweeping Services Agreement the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement;qMYLIded, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party: (1) an act of God (but not including reasonably anticipated weather conditions for the geographic area of the Facility), hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot, or civil disturbance; (2) a Change in Law; (3) the failure of any appropriate Governmental Body or private utility having operational jurisdiction in the area in which the Operating Assets are located to provide and maintain utilities, services, water and sewer lines and power transmission lines to the Operating Assets, which are required for the performance of the Street Sweeping Services and which directly results in a delay or curtailment of the performance of the Street Sweeping Services; and (4) It is specifically understood that none of the following acts or conditions shall constitute Uncontrollable Circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuation or changes in the cost of fuel, commodities, supplies or equipment; (b) changes in the financial condition of the City, the Contractor or any of its Affiliates or any Subcontractor affecting their ability to perform their obligations; (c) the consequences of errors, neglect or omissions by the Contractor, any of its Affiliates or any subcontractor of any tier in the performance of the Street Sweeping Services; (d) the failure of the Contractor to secure patents or licenses in connection with the technology necessary to perform its obligations hereunder; (e) union work rules, requirements or demands which have the effect of increasing the number of employees employed in connection with the operation or otherwise increase the cost to the Contractor of providing the Street Sweeping Services; (f) strikes, work stoppages or other labor disputes or disturbances occurring with respect to any activity performed or to be performed by the Contractor or any of the Contractors Subcontractors or suppliers in connection with Street Sweeping Services; (g) any failure of any subcontractor or supplier to furnish labor, materials, service or equipment for any reason; (h) equipment failure; or (I) any act, event or circumstance occurring outside of the United States. SECTION 1.2. INTERPRETATION, In this Agreement, unless the context otherwise requires: (A) References. The terms "hereby", "hereof', "herein", 'hereunder", and any similar terms refer to this Agreement, and the "hereafter" means after, and the term "heretofore" means before, the date of execution of this Agreement. City of Downey - 6 — Street Sweeping Services Agreement (B) Gender and Pluraft. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words of the feminine gender mean and include correlative words of the masculine and neuter genders, and words importing the singular number mean and include the plural number and vice versa. (C) Persons; Words importing persons include firms, companies, associations, general Partnerships, limited partnerships, trusts, business trusts, corporations, non-profit corporations and other legal entities, including Governmental Bodies, as well as individuals. (D) Hoadiaga, The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) Entire 69meMent. This Agreement contains the entire agreement between -the parties hereto with respect to the transactions contemplated by this Agreement and nothing in this Agreement is intended to confer on any person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Rpfgrence to Days. All references to days herein are to calendar days, including Saturdays, Sundays, and holidays, except as otherwise specifically provided. (G) Counterparts. This Agreement may be executed in any number of original counterparts. All such'counterparts shall constitute but one and the same Agreement. (H) App Licable Law, This Agreement shall be governed by and construed in accordance with the applicable laws of the State of California. (1) _SgverabMJtL, If any clause, provision, subsection, Section or Article of this Agreement shall be determined to be invalid by any court of competent jurisdiction, then the parties hereto shall: (1) promptly meet and negotiate a substitute for such clause, provision, section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity fora judicial construction of the invalidated portion of this Agreement; (3) negotiate such changes in substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist. (J) Defined Terms. The definitions set forth in Section 1.1 hereof shall control in the event of any conflict with the definitions used in the recitals hereto. City of Downey -7— Street Sweeping Services Agreement : .I u,. . •. SECTION 2.1. REPRESENTATIONS AND -WARRANTIES OF THE. CONTRACTOR, The Contractor, by acceptance of this Agreement, represents and warrants that: (A) Existence and towers The Contractor is duly organized and validly existing as a California Corporation under the laws of the State of California, with full legal right, power and authority to enter into and perform its obligations under this Agreement. (B) Due Autborization and Binding'- Obligation. The Contractor has duly authorized the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by the Contractor and constitutes the legal, valid and binding obligation of the Contractor, enforceable against the Contractor in accordance with its terms except insofar as such enforcement may be affected by bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally. (C) No Co :fly; Neither the execution nor the delivery by the Contractor of this Agreement nor the performance by the Contractor of these obligations hereunder (1) conflicts with, violates or results in a breach of any law or governmental regulations applicable to the Contractor; (2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement (including, without limitation, the certificate of incorporation of the Contractor) or instrument to which the Contractor is a party or by which the Contractor or any of its properties or assets are bound, or constitutes a -default under: any such judgment, decree, agreement or 'instrument, or (3) will result in the creation or imposition, of any encumbrance of any nature whatsoever upon any of the properties or assets of the Contractor. (D) No Lit gfion,,, There is no action, suit or other proceeding as of the Agreement bate, at law or in equity, before or by any court or governmental authority, pending or, to the Contractor's best knowledge, threatened against the Contractor which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by the Contractor in connection with the transactions contemplated hereby, or which would materially and adversely affect the performance by the Contractor of its obligations hereunder or by the Contractor under any such other agreement or instrument. City of Downey .8— Street Sweeping Services Agreement (E) No Leda! Pkbftffion� The Contractor has no knowledge of any Applicabl,t Agreement and the transactions contemplated hereby. (F) ldqmdon �UP�Wd �§j the ��jLa�c The information supplied by the 94 correct and complete in all material respects. City of Downey -9— Street Sweeping Services Agreement ASSIGNMENT AND TRANSFER SECTION 3.1. ASSIGNMENT AND TRANSFER OF AGREEMENT. (A) g2njqnL2f Clip t equir d. This Agreement shall not be transferred, sold, pledged, hypothecated, leased, or assigned, nor shall any of the rights or privileges herein be transferred, sold, pledged, hypothecated, leased or assigned, either in whole or in part, nor shall title hereto or thereto, either legal or equitable, or any right, interest, or property herein or therein, pass to or vest in any person, except the Contractor, either by action or inaction of the Contractor or by operation of law, without the prior written consent of the City, which may be withheld or delayed in its sole and absolute discretion and without the payment by the Contractor or the successor in interest of a transfer fee of $25,000 payable prior to requesting the consent of the City. Any attempt by the Contractor to effectuate any of the foregoing without the consent of the City or the payment of the transfer fee shall be null and void. (B) Imposition of Conditions, The City may impose conditions and restrictions on any approval it may elect to give of any transaction described in subsections -3.1(A) and 3,2 hereof, including without limitation conditions payment of any additional fees and requiring acceptance of amendments of this Agreement. SECTION 3.2. 9H6NQRjN (A) rrent Ownership and C ntriol, The Contractor represents that, as of the Agreement Date, the voting stock of the Contractor is owned by Never Samuellan. (B) Maintenance of �Cor ora e �Eistenoe. The Contractor covenants that during the Term of this Agreement it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not take any other action which would materially impair the ability of the Contractor to perform the Agreement Service. (C) Qo0§9IiLaji9n, MeMigrL Sale Transfer and Changen Contr91, The _ Contractor shall not, without the prior written consent of the City which may be withheld or delayed in its sole and absolute discretion, consolidate with or merge with another entity, or permit one or more other entities to consolidate with or merge into it. Any such consolidation or merger shall require the surviving entity to pay to the City a transfer fee of $25,000, (D) Transfer of Voftnq_Stoc&- The City's prior written consent, which may be withheld or delayed in its sole and absolute discretion, shall be required for the sale or transfer by City ofDowney -l0 = Street Sweeping Services Agreement any means, whether by agreement or by operation of law (including transfers resulting from death, bankruptcy or divorce) of any of the voting stock of the Contractor. Upon any such sale or transfer„ the Contractor shall pay the City a transfer fee of $25,000. SECTION 3.3. PAYMENT OF IF.t_TAIN OSTS BY CONTRACT E If the Contractor requests the consent of the City for any transaction described in Section 31 or Section 3.2 hereof, the Contractor shall reimburse the City for all costs and expenses incurred by the City in reviewing, examining and analyzing the request,- including all direct and indirect administrative expenses of the City and consultants and attorneys' fees and expenses. Bills shall be supported with evidence of the expense or cost incurred. The Contractor shall pay such bills within thirty (30) days of receipt. Amounts payable in accordance with this Section shall be in addition to the transfer fee described in Section 3.2 and shall be payable whether or not the transfer is accepted by the City. City of Downey . I I'-- Street Sweeping Services Agreement F_r_.Vfr*7FXM SECTION 4.1. SERVICES (A) Sersrcces Provided. In compliance with all terms and conditions of this Agreement, the Contractor shall provide the following street sweeping services: sweep all paved streets and alleys, parking lots, maintenance yards, sweep medians, municipal public facilities, park parking lots, and major intersections, within the corporate limits of the City of Downey at the times provided in the Schedule of Performance (Appendix B). These services are hereafter referred to as the "service" or the "work". (B) Sweeping Schedule. The route and time of day sweeping ("sweeping schedule") shall be established by the Director of Public Works or designated representative. Appendix B presents the established sweeping schedule of various locations. The sweeping schedule may be modified by the Director of Public Works or designated representative only after five (5) working days notice to the Contractor. The sweeping schedule shall not be promulgated nor modified by the Director of Public Works or designated representative without consultation with the Contractor. The sweeping schedule shall give due regard primarily to the peace and convenience of persons residing or working in Downey. (C) H_otidgys a_nd lact_ement Weather. No sweeping shall be performed on the following City -recognized holidays; Christmas Day, Independence Day, Labor Day, Memorial Day, New Years Day, Thanksgiving Day and the Day after Thanksgiving. Nor shall sweeping be performed when, in the sole opinion and discretion of the Director of Public Works or designative representative, inclement weather prevents effective street sweeping. Areas that are not swept on holidays or due to inclement weather need not be swept until the next regularly scheduled sweeping day for the unswept areas. The Contractor shall perform all extra work caused by inclement weather without additional charge to the City. (D) _Adherence to Swee2ng Sqhq&te. If scheduled sweeping is not performed for any reason other than inclement weather or holiday (for example, due to an equipment breakdown), the Contractor must bring in an additional sweeper to adhere to the sweeping schedule. (E)*manfike Mann of _Wp Manner Performance. All work done by or required of . _ r orm_ Contractor shall be done in a workmanlike manner and in accordance with those standards which are considered to be good street sweeping practices. All pavement, flat surfaces and edges, shall be swept clean of paper, glass, dirt, sand, rocks, litter and debris, including any clumps of dirt with City of Downey -12— Street Sweeping Services Agreement or without minor vegetation which can obstruct the flow of water in the gutter. This shall include, but not be limited to, sweeping through standing water rather than around and making as many passes on a give portion of street as is necessary to clean it. Debris that can not be swept by mechanical sweepers shall be manually picked up. (F) restriction of Syffl IpLin_qUotLrs. Street sweeping services shall be restricted adjacent to school properties between the hours of 8:00 a.m. to 9:00 a.m. and 2:00 p.m. to 3:00 p.m, (G) Disposal of SAeq2ip_gWante. The contractor shall transport and dispose all sweeping in accordance with all City, County, and Federal requirements. The City shall be notified which disposal site(s) are used. The Contractor shall submit a monthly report to the Director of Public Works or designated representative for the total volume and tonnage of the sweeping disposed in the preceding month, by the 15th of the following month, (H) Additional Services, The Contractor shall perform services in addition to those specified in Section E.1 when directed to do so by the City. These additional services will include, but not be limited to, non -regular street fairs and parades, new streets, medians or alleys, and parking lots. However, Contractor shall not be required to perform any additional services without additional compensation. The additional compensation shall be based on the cost for additional services included in Appendix D. Any addition in compensation not exceeding 5% of the Contract Sum may be approved by the Director of Public Works or designated representative. Any greater increase must be approved by the City Council. (1)_Emer Aency Services During Work ours. During regular work hours, Monday to Friday from 6:00 am to 6:00 pm, the City may call upon the Contractor to respond to an emergency situation that requires immediate street sweeping services. These situations may include, but not limited to, spill of non -hazardous waste and debris, debris of accidents involving automobiles, storms, floods, and others. The Contractor is required to respond to these emergency services requests within two (2) hours of notification time. The total compensation for any emergency services during work hours shall be based ont eh unit cost ($/hour) x the total actual work hours. Failure to respond within the designated time will result in penalty as outlined in Section 6.3 (C) of this Agreement. (J) During weekends, holidays and after work hours (Monday to Friday, 6:00 pm to 6:00 am), the City may call upon the Contractor to respond to an emergency situation that requires immediate street sweeping services. These situations may include, but not limited to, spill of non -hazardous waste and debris, debris of accidents involving automobiles, storms, floods, and others. The Contractor is required to respond to these emergency services requests within two (2) hours of notification time, The total City of Downey -13— Street Sweeping Services Agreement compensation of any emergency services during off -work hours shall be based on the unit cost ($/hour) x the total actual work hours. Failure to respond within the designated time will result in penalty as outlined in Section 6.4 (C) of this Agreement SECTION 4.2. GENERAL REQUIREMENTS RELATING TO COLLECTION. (A) Noise. The Contractor shall conduct all street sweeping collection in as quiet a manner as possible. The noise level generated by equipment or vehicles shall not exceed a single -event noise level of seventy-five (75) decibels at a distance of twenty-five (25) feet from the vehicles. Contractor shall submit to City, upon City's request, a certificate of vehicle noise level testing by an independent testing entity approved by the City. Each vehicle used for the collection, hauling and disposal services identified in this Contract shall be equipped with an audible warning device that is activated when the vehicle is backing up. (B) Clean U2, The Contractor shall cause all spills of street sweeping related waste(s) occurring during operation to be cleaned up immediately upon the occurrence of the spill. Contractor stall secure all waste chambers on sweepers. (C) Ern to ee behavior and Dress: The Contractor shall take all steps necessary to ensure that its employees performing sweeping services conduct themselves in a professional workmanlike manner, and as quietly as possible. All such employees shall at all times of employment be dressed in clean uniforms with suitable identification. No employee may remove any portion of his or her uniform while working. The style and appearance of employee uniforms shall be subject to the approval of the City. (D) Fees and Gratuities. The Contractor shall not, nor shall permit any agent, employee or subcontractor employed by it, to request, solicit, demand or accept, either directly or indirectly, any compensation or gratuity for street sweeping services, except such compensation as is specifically provided for herein. SECTION 4,3. DISPOSAL. (A) gisp ,ogal of Street _Sweeping_PebrJs. The Contractor shall transport all sweeping waste(s) collected pursuant to this Agreement to DART, 9770 Washburn Road, Downey, CA 90241. The City shall not provide any storage for the temporary holding of street sweeping debris for the Contractor. The Contractor shall solely be responsible for the transportation of all waste(s). (B) Dist sal l ocationn. At its discretion, the City shall have the option during the Term hereof to designate a Designated Disposal Facility, or multiple concurrent Designated Disposal Facilities, in its sole and absolute discretion; provided, however, the City shall notify the Contractor in writing in the event that it wishes to exercise its rights to designate a disposal location and shall consult with the Contractor as to the reasonableness of using such facility. In the event that the City designates a Designated Disposal Facility, the Contractor shall dispose of all sweeping City of Downey - 14 — Street Sweeping Services Agreement waste which it collects or generates by processing at the Designated Disposal Facility in accordance with the requirements of Applicable Law, and shall comply with the requirements, rules and regulations of the owner or operator of the Designated Disposal Facility, Until the City exercises such option (if at all) the Contractor shall be responsible for arranging for the disposal location for sweeping waste which the Contractor collects pursuant to this Agreement. Such location designated by the Contractor must be legally permitted under Applicable Law to receive Sweeping Waste and other material deposited by the Contractor at such location. In the event that City exercises its discretion to designate a disposal location, the contract price shall be appropriately adjusted to reflect any increase/decrease in cost. PQJs; s, I Records: mThe Contractor shall keep and maintain such logs, records, manifest; bills of lading or other documents as necessary or appropriate to confirm compliance by the Contractor with this Agreement and shall retain all weight slips or other call information provided to the Contractors drivers by the owner or operator of the site utilized by the Contractor for the disposal or processing of sweeping waste. (D) E@Menj,of Disposal Fees. The City shall pay, or make arrangements for the payment of, all tipping fees and other disposal or processing charges imposed by the owner or operator of the disposal facility to be used by the Contractor for the disposal of sweeping waste or, if applicable, the Designated Disposal Facility. City ofDowney 15— Street Sweeping Services Agreement SECTION 5. 1. CONTRACTOR OPERATING ASSETS. (A) ObrSgUon to ProvWe, The Contractor shall acquire and maintain at its own j _ cost and expense Contractor Operating Assets which in number, nature and capacity, shall be sufficient to enable the Contractor to provide the Street Sweeping Services in accordance with the terms hereof. The Contractor shall provide and maintain during the entire period of the contract a fleet of vacuum sweepers as appropriate for meeting all requirements of this Agreement and all regulatory requirements of outside agencies (such as the South Coast Air Quality Management District Rules 1186 &1186.1). All Sweepers shall be equipped with two-way radios capable of maintaining communication with City Parking Control Staff. A sufficient number of back up "standby" Sweepers of the same model shall be available at all times to ensure uninterrupted services in case of mechanical breakdowns. (B) Vehicle and EouiDrnent Identification. The Contractor's name, local phone number and vehicle or equipment number shall be visibly displayed on both sides of its vehicles or other collection equipment used by the Contractor as required by the Municipal Code, No other signs or markings shall be placed on the Contractor's vehicles or other collection equipment without the prior approval of the City except signs or markings relative to use of such equipment including traffic safety signs or markings or instructions regarding filling or placement of collection bins. (C) Vehicle Spgec_i_1L1g_atlons, MaMterianceand .6 �earance. All vehicles used by the Contractor in providing the Street Sweeping Services shall be registered with the Department of Motor Vehicles of the State of California, shall be approved by the City , shall be kept clean and in top mechanical condition, and shall be uniformly painted. Vehicles used to collect or transport sweeping waste shall be kept covered at all times except when such material is actually being loaded or unloaded or when the vehicles are moving along a cleaning route in the course of sweeping. Any cover or screen shall be so constructed and used that waste shall not blow, fall or leak out of the vehicle onto the street. Street sweeping vehicles shall be washed at least once every seven (7) days and cleaned and painted as required to maintain a like -new appearance, No advertisement or other display shall be carried on any collection vehicle without the written approval of the City. Street sweeping equipment shall be vacuum street sweeping manufactured on or after model year 2000. All vehicles will comply with the low emission requirement of the South Coast Air Quality Management District (SCAQMD), especially Rules 1186 & 1186,1. The City reservces the right to inspect the Contractor's vehicles at any time to ascertain said condition, The City's representative shall have the right to cease Contractor's operations immediately, upon inspection of Cityof Downey - 16— Street Sweeping Services Agreement any vehicle/sweeper deemed unsafe or unsatisfactory during performance of the contract. The equipment used by the Contractor in performance of this Agreement shall be properly maintained, both in condition and appearance, and have sweeping capability so as to ensure a high level of street sweeping services. The Contractor shall have the ability in-house to perform all necessary repairs on such equipment. During the life of this Agreement, no sweeper shall be more than five (5) years old. (E) Inventor v of Operafing Assets, The Contractor shall furnish the City with an inventory of Operating Assets used by the Contractor to provide Street Sweeping Services under this Agreement, and shall update the inventory so provided annually or upon a change in piece of equipment. Such inventory shall indicate the type, capacity, license number, vehicle identification number (VIN), and location of each piece of equipment, and the date of acquisition and disposition that wlII be involved in each element of the services provided by the Contractor. The Contractor shall report to the City any changes resulting in significant increases or decreases in fuel economy or emissions. SECTION 5.2. OPERATION AND MAINTENANCE OF THE OPERATING ASSETS. The Contractor, at its cost and expense, shall at all times operate, or cause to be operated, the Operating Assets properly and in a sound and economical manner; shall maintain, preserve, and keep the Operating Assets or cause the Operating Assets to be maintained, preserved and kept in good repair, working order and condition, shall staff the Operating Assets with the appropriate number of hourly and salaried employees consistent with good management practice; and shall from time to time make, or cause to be made, all necessary and proper repairs, replacements and renewals so that at all times the operation of the Operating Assets may be properly and advantageously conducted. The Contractor shall maintain the safety of the Operating Assets at a level consistent with Applicable Law, the Insurance Requirements, and prudent street sweeping management practices. SECTION 5.3. COMPLIANCE WITH APPL!g6aLE_L6j6L The Contractor shall comply with the City Municipal Code and all other Applicable Law(s), shall obtain and maintain all Legal Entitlements required for the Operating Assets and the Street Sweeping Services, and shall comply with all valid acts, rules, regulations, orders and directions of any Governmental Body applicable to the Operating Assets and the Street Sweeping Services provided hereunder. The Contractor shall keep all records indicating compliance required by the Federal Immigration and Control Act of 1986 and shall make such records available for inspection by the City upon request. All equipment and services rendered under this Agreement shall comply with the SCAQMD Rules- 1186 ules1186 and 1186.1. City of Downey — 17 — Street Sweeping SCTVices Agreement SECTION 5.4. TAXES AND UTILITY MAPQW-, The Contractor shall pay all Taxes lawfully levied or assessed upon or in respect of the Operating Assets or the Street Sweeping Services, or upon any part thereof or upon any revenues of the Contractor therefrom, and provide and pay the cost of all Utilities necessary for the operation of the Operating Assets and the provision of the Street Sweeping Services, when the same shall become due. SECTION 5.5. INSURANCE, The Contractor shall at all times during the Term of this Agreement, at its own cost and expense, obtain and maintain insurance on all the Operating Assets meeting the requirements set forth In Appendix C hereto. If any useful part of the Operating Assets shall be damaged or destroyed, the Contractor shall as expeditiously as may be possible, commence and diligently prosecute the repair or replacement of the damaged property so as to restore the same to use to the extent required to perform the Street Sweeping Services in accordance with this Agreement. City of Downey -18— Street Sweeping Services Agreement Uy.W43 m SECTION 6.1. ,PROJECT L46N&GE13, The City and the Contractor have each designated in writing a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Project Manager"). The City's Project Manager shall be the Director of Public Works or designated representative. The Contractor's Project Manager shall be Nejteh Der Bedrossian. The _ Contractor shall not _ change this designation without prior approval of the City, excluding cases of termination of the employee. The Contractor's Project Manager shall meet with the City as necessary to effectuate the purposes of the Agreement. At a minimum the Contractor's Project Manager shall contact the Departmetn of Public Works daily as to the schedule of work, citizen complaints, and adequecy of performance. The Contractor's Project Manager shall submit such reports as the City may require to insure compliance with scheduled work including but not limited to daily reports regarding citizen complaints and the volume and tonnage of debris collected by sweepers, SECTION 6.2. i�13LIC ACCESS iO fl lE CONTRACTOR. A) Office Facility. The Contractor shall establish and maintain at all times during the Term hereof an office where the Contractor can respond to complaints and requests for services. The Contractor's office hours shall be, at a minimum, from 6:00 a.m. to 6:00 p.m. daily, except Saturdays, Sundays and holidays. (B) AvaklaWit¢t of Representatives, A representative of the Contractor shall be available at the Contractor's office during office hours for communication with the Director of Public Works or the public. The Contractor's representative should have the capability of responding in English and other languages necessary to communicate with the Director of Public Works and the public. The Contractor's office shall be accessible by a toll-free "800" phone number for customer service. At the Contractor's expense, the telephone number shall be listed in the Downey White Pages telephone directory under the Contractor's name. (C) Emergency Teleghone Number, The Contractor shall maintain an emergency telephone number for use during other than normal business hours. The Contractor shall have a representative, or an answering service to contact such representative, available at the emergency telephone number during all hours other than normal office hours. At the Contractor's expense, the emergency telephone number shall be listed in the Downey telephone directory under both the Contractor's name and the City's name. City of Downey -19— Street Sweeping Services Agreement SECTION 6.3 INCEDENTAL ITEMS (A) Water. The Contractor shall provide sufficient water for use in street sweeping operations to maintain a near dustless condition. Water for this use will be made available by the City at no cost to the Contractor from fire hydrants, the use of which has been approved by the Director of Public Works. The Contractor shall comply with all rules and regulations of the City of Downey, relating to the use of water and disposal of wastewater. Failure to comply may result in the City's refusal to furnish water to the Contractor for up to the duration of the contract. (B) Traffic Counter. At various times and locations, the City will temporarily install potable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed across a roadway. Counters shall be used by the Contractor to avoid damaging said equipment. If the Contractor damages or causes to be damaged any traffic counting equipment or appurtenances the Contractor shall bear the entire cost for restoration, repair, inspections, testing, or replacement of the traffic counting equipment. SECTION 6.4. SERVICE COMPLAINTS. (A)CqLnplaints to, Contractor. The Contractor shall maintain during office hours a complaint service and during off -work hours a telephone answering system capable of accepting telephone complaints. Copies of all complaints shall be given to the City upon request The Contractor shall record all complaints, including date, time, complainant's name and address if the complainant is willing to give this information, and nature and date and manner of resolution of complaint. Any such calls received via the Contractor's answering service shall be recorded in the log the following working day. This log shall be available for inspection, be accessible and be in a format approved by the City. The Contractor shall provide a copy of this log to the City with the monthly report. All "call backs" steal be attempted a minimum of one time prior to 6:00 p.m, on the day of the call. If the caller is not contacted on the first attempt, the Contractor shall make subsequent attempts on the next working day after the original call. A minimum of three (3) attempts are to be made within twenty-four (24) hours. All attempts to contact the caller shall be recorded on the log kept by the Contractor. All customer support services shall be available in English and other languages as necessary to communicate with callers. Complaints and requests received by the City will be forwarded to the Contractor as soon as possible. The Contractor shall respond to these complaints in the same manner as they are for direct calls to the Contractor's Office. (13)ae ire R s �onsq to C�omlainls, The Contractor, within twenty-four (24) qg� hours of its receipt of notice from the Director of Public Works of a failure to provide City Street City of Downey - 20— Street Sweeping Services Agreement Sweeping Service as required by the terms of this Agreement shall complete such Street Sweeping, provided such corrective actions do not interfere with the normal operations of the areas. (C) DaMag2s EoE SeLvigg LR 1a tq F-prLormance Failures- The Director of Public Works shall levy a charge in the amounts listed below for Contractor's failure to meet the requirements of this Agreement. The Director of Public Works decision to levy any such charge shall not be deemed an election of remedies but shall be cumulative with any other remedies provided for in this Agreement. The City's decision to not levy any such charge shall not be deemed a waiver of any breach by the Contractor under this Agreement. The City may assess penalties against the Contractor in the form of deductions withheld from the Contractors compensation or assessed against the Contractor's Performance Bond. It will be at the City's discretion whether penalty is withheld from compensation to the Contractor or assessed against the Contractors Performance Bond. The City will provide the Contractor with five (5) days written notice of any proposed penalty. Contractor will have the right to appeal the City's penalty in accordance with the procedures of this Agreement. The City will have sole discretion to modify unsatisfactory service indicators and penalty amounts annually when the City conducts an Annual Review of Performance and Quality of Service. (1) Failure to correct deficiency(ies) (not satisfactory cleaned) within twenty-four (24) hours of notice of the deficiency(ies): $25.00 per occurrence; each additional twenty-four (24) hour period: $25-00 per occurrence. (2) Failure to clean up spillage or litter (including leakage from vehicles) within 90 minutes of report: $50.00 per occurrence. (3) Failure to process a damage claim within thirty (30) days: $100.00 per occurrence. (4) Penalty assessed for each day past due date Contractor does not provide required reports: $25.00 per occurrence. (5) Assessment when Contractor receives more than twenty-five (25) complaints in one month: $500,00 per occurrence. (6) Failure to record a response to a customer complaint or request within twenty-four (24) hours of resolution: $25.00 per occurrence; each additional twenty-four (24) hour period: $25.00 per occurrence. (7) Contractor operating during hours not authorized by the City: $100.00 per occurrence. (8) Equipment not maintained to City standards: $25.00 per daily occurrence. (9) A penalty of $1,000.00 will be assessed if the Contractor fails to maintain any record required by the Agreement. City of Downey - 21 — Street Sweeping Services Agreement (10) Penalty increase when Contractor has received a penalty for a particular service indicator more than 15 times: 25% penalty of orignial penalty amount. After fifteen (15) penalties in a category the penalty will increase after each five (5) additional penalties: 25% of previous penalty amount. (111) Failure to Respond to Emergency During Working Hours: A penalty in the amount of three (3) times the cost incurred by the City to respond to an Emergency during Working Hours due to the Contractors failure to perform shall be assessed. (12) Failure to Respond to Emergency During Off -Work Hours: A penalty in the amount of three (3) times the cost incurred by the City to respond to an Emergency during Off -Work Hours due to the Contractors failure to perform shall be assessed. The Director of Public Works shall give the Contractor written notice of charges levied pursuant to this Section. Any such damages shall be deducted from the next monthly compensation payable by the City to the Contractor. The City and the Contractor acknowledge that consistent, efficient operation is of utmost importance to the residents of the City and that the City has considered and relied on Contractor's representations as to its quality of service commitment in entering into this Agreement. The City and Contractor further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. SECTION 6.5. PROMOTIONS:- (A) ROMOTIONS.(A) Communi!y RelationsPLg9ram, All materials produced by the Contractor relating to this Agreement shall be submitted to the City for review, comment and approval prior to printing and distribution. All materials will be professionally printed on paper stock with minimum recycled content. (B) les Media Relations. The Contractor shall notify the City by facsimile of all requests for news media interviews related to this Agreement within twenty-four (24) hours. Before responding to any inquiries involving controversial issues, the Contractor will discuss proposed response with the City. Notification should be sent to: Director of Public Works Fax (562) 904-7296 Copies of draft news releases or proposed trade journal pictures or articles shall be submitted to the City for prior review and approval at least five (5) working days in advance of release. Copies of City of Downey -22— Street Sweeping Services Agreement articles resulting from media interviews or news releases shall be provided to the City within five (5) days after publication. SECTION 6.6. RECORDS, (A) Maintenance Records: Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Director of Public Works or designated representative to evaluate the performance of those services. The Director of Public Works or designated representative shall have full and free access to such books and records at all reasonable times/including the right to inspect, copy, audit and make records and transcripts from the records. (B) Ownarshig of Daqumentg: Reports, records, documents and other materials prepared by Contractor in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Director of Public Works or designated representative or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use at its own expense. Contractor shall have an unrestricted right to use the intellectual and business concepts embodied therein. (C) Reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall not be released publicly by the Contractor without the prior written approval of the Director of Public Works, City may publicly release any or all of the drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of this Agreement as it desires or is required to release by law. SECTION 6.7. RgRQ_RM. The Contractor shall be required to supply, keep, and make available upon request all information and data needed to comply with the City's reporting requirements. The Contractor shall be required to obtain all necessary computer software and hardware, supplies, personnel, and training at Contractor's expense to comply with the City's reporting requirements. All reports are due by the fifteenth of the month following the reporting month, unless otherwise specified. Reports, along with the monthly invoices, shall be submitted to: Director of Public Works City of Downey -23— Street Sweeping Services Agreement City of Downey 11111 Brookshire Avenue P. O. Box 7016 Downey, CA 90241-7016 The City reserves the right to request additional information not specified herein on an as needed basis, to review records at Contractor's facility on demand and to conduct audits of reports identified in this Agreement, unless otherwise specified. (A) Regular Service Report. Contractor will submit a report monthly of the regular street sweeping services from all required areas. The data will include the time, the date, the operator, and the identification of the equipment used at each service location or general area and the volume and tonnage of street sweeping debris collected and disposed of for each day service was provided. The report shall be in a form approved by the City. (B) &ddiflonal Service Report: The Contractor will submit a report monthly of the additional services requested by the City within the reporting month. The data will include the time, the date, the operator, and the identification of the equipment used at each additional service location and the volume and tonnage of street sweeping debris collected and disposed of. The report shall be in a form approved by the City. (C) EMgMgagy Service Re2qq. The Contractor will submit a report monthly of the emergency services requested by the City within the reporting month. The data will include the time, the duration of work time, the date, the operator, and the identification of the equipment used at each emergency service location and the volume and tonnage as well as a description of the street sweeping debris collected and disposed of. The report shall be in a form approved by the City. (D) ompjajyqLBgMrt: Contractor will submit a monthly report of the service complaints and the resolution of each service complaint. The report shall be submitted in a form approved by the City. (E) Audits. The Contractor shall allow the City to conduct an independent audit of financial operations conducted annually for the preceding 12 -month period. The City shall select the independent firm which will conduct the audit. Audits will include but not limited to labor, materials, fuel, disposal, insurance and other operational practices and costs. If an annual audit indicates any inaccuracies or inconsistencies with the Contractor's operations or services the City reserves the right to conduct another audit of the Contractor's operations, This City of Downey -24— Street Sweeping Services Agreement audit will be paid for by the Contractor. The independent firm conducting the 2nd audit will be selected by the City. (F) Annual Review of Performance end Quatily of Sen&g. At City's sole option, City may conduct an annual review of the Contractor's performance and quality of service. The review shall include, but shall not be limited to, services provided, complaints, recommended amendments to the Agreement, developments in the law. The reports required by this Agreement shall be utilized as the basis for review. Additional documentation may be requested. In addition, any resident may submit comments or complaints during the review period, either orally or in writing, and these may be considered. If any noncompliance with the exclusive contract is found, City may direct Contractor to correct the inadequacies and City may pursue all other legal and equitable remedies. (G) Verification. The City reserves the right to verify any information supplied by the Contractor. The Director of Public Works or designated representative, or his authorized designee, may inspect financial, accounting and operational records of the Contractor at any reasonable time for any purpose relevant to the performance of the contract provisions. SECTION 6.8. RULES AND REGULATIONS. The Director of Public Works shall have the power to establish rules and regulations relating to the street sweeping services not inconsistent with the provisions of this Agreement, providing such rules and regulations are found to be reasonably necessary by the Director of Public Works for enforcement of the provisions of this Agreement, or any and all Applicable Laws and for the preservation of the public peace, health and safety. The Contractor agrees to comply with any and all such rules and regulations, subject to the provisions of Article VII hereof relating to adjustments in the Service Fees as a result of Changes in Law. SECTION 6.9. The Contractor shall furnish to the City and maintain and file with the City Clerk a corporate surety bond, or other acceptable surety, approved as to form by the City Attorney (Appendix E), executed by the Contractor as principal and by a corporate surety in the sum of $100,000-00 ("Performance Bond"). Such bond shall permit the City to draw upon it in the event the Contractor fails to perform its obligations hereunder and fails to pay any liquidated damages required to be paid as a result of such non-performance. The surety bond shall serve to secure the performance of the Street Sweeping Services, and the amount thereof shall in noway limit the damages which may be payable hereunder upon any breach hereof by the Contractor. City of Downey -25— Street Sweeping Services Agreement SECTION 6.10. SUBCONTRA!nRS, The Contractor shall not utilize any subcontractors for the performance of the Street Sweeping Services except with the consent of the City, which may be withheld or delayed in its sole and absolute discretion, In the event subcontractors are utilized, the Contractor shall provide the City with direct access to a designated representative from the subcontractor, such designation not to be changed without prior approval of the City, except in cases of termination of the employee. The parties acknowledge that the City's direct contact with any subcontractors in no way eliminates the Contractor's responsibility to fulfill its City of Downey -26— Street Sweeping Services Agreement SECTION 7.1 COIyIPENATtON: The Contactor shall submit monthly invoices for services provided in accordance with the approved cost sheet in Appendix D. The invoices shall include the monthly prorated cost for regular street sweeping services and a detailed breakdown of extra services and their cost in accordance with the following schedule of costs: a) Regular street sweeping services b) Additional street sweeping services c) Emergency services during work hours d) Emergency services after hours SECTION 7.2 ADJUSTMENT M&OMPENSATION; After two (2) year of satisfactory service, the Contractor may submit to the Director of Public Works no earlier than the first day of 2nd anniversary of the contract, requests for adjustments in the compensation rates. The Contractor must submit a request in writing to be received by the City via certified mail no later than fifteen (15) days after the anniversary day for a rate adjustment effective sixty (60) days after the anniversary day based on the method of computation described in Section 7.2 (A). Failure to submit a written request by the end of the fifteen (15) days after the anniversary date shall result in Contractor waiving the right to request such increase for any preceding year. Said adjustments shall become effective sixty (60) days after the anniversary of the contract, Requests for cost increases shall be approved administratively by the City. (A) _MVJhod of _0,omputatjon. There shall be no adjustment to the Fixed Costs component of the Compensation Schedule. Fixed costs include office and generalized overhead expected annual profit and annual equipment finance cost. The Contractor shall be allowed reasonable increases in the variable cost components of the compensation schedule to cover the increase indirect cost but in no event shall this increase exceed in percentage terms the percent increase to the Consumer Price Index of the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles -Long Beach metropolitan area. Variable costs are costs that are solely associated with the daily operations of the business and include labor, fuel, insurance, waste disposal, and equipment O&M costs. City of Downey -27— Street Sweeping Services Agreement The fixed costs component of the Agreement cannot be adjusted and shall remain unchanged for the entire contract period. The Contractor shall provide the City with all required documentation justifying their request� The City resexies t�e rigV ti cvx(euct 2x audit OnW9 Cixtrae4irs files 2xi Y to verify the request. Upon successful completion of an audit, it is the City's sole decision to 9709=-Mpl�- _ City of Downey -28— Street Sweeping Services Agreement W-141. •-Vill DISPUTE RESOLUTION SECTION 8. 1. REMEl31 S FOR BREACH. The parties agree that, in the event that either party breached any other obligation under this Agreement or any representation made by either party hereunder is untrue in any material respect, the other party shall have the right to take any action and seek any remedy at law it may have to enforce the payment of any damages for the performance of such other obligation hereunder. The Contractor acknowledges that the City intends to rely on the Contractor to provide City Street Sweeping, services hereunder for the protection of the public health, safety and welfare, and that therefore the City may enforce any action for specific performance the Contractor's obligations hereunder to provide the Street Sweeping Services on the terms and conditions provided herein. Neither party shall have the right to terminate this Agreement for cause except after an Event of Default determined in accordance with the provisions of this Article VIII shall have occurred and be continuing, SECTION 8.2. RIGHT OF THE CITY TO PERFORM SERVICES IN CERTAIN CIRCUMSTANCES. (A) Contractor Failure to Perfoyn for any BLep§op, Should the Contractor, for any reason whatsoever, fail, refuse or be unable to conduct street sweeping services which it is hereto obligated to perform in the time and manner and as herein In this Agreement provided, for a period of more than forty-eight (48) hours, or if in any lesser time period that the City should find that such deficiencies endangers or menaces the public health, safety or welfare, then in any of those events, City shall have the right, upon notice to the Contractor, during the period of such emergency, to take possession of any or all of the Operating Assets necessary in the street sweeping operations, and to use such property to conduct street sweeping services which the Contractor would otherwise be obligated to perform pursuant to this Agreement. The Contractor agrees that in such event the City may take possession of and use all of the Operating Assets for the above-mentioned purposed without paying the Contractor or any other person any rental or any other charges or compensation whatsoever for such possession and use. The City may in such circumstances operate the Operating Assets with municipal employees or cause the Operating Assets to be operated by subcontractors to the City. A Cr ntractor. Re air. The Contractor further agrees that, in the circumstances described in subsection (A) above, the Contractor shall, if City so requests, keep in City of Downey -29— Street Sweeping Services Agreement good repair and condition all of the Operating Assets, service all motor vehicles necessary for continued operations with gasoline, oil and other necessary service, and provide such other service as may be necessary to render the Operating Assets operational and ready for street sweeping use, all free of any and all costs or expenses to the City. P Cs!y Qge_gf Contractor Personnel, The Contractor further agrees that, in such an event, the City, if it so desires, may immediately engage any or all personnel necessary for street sweeping services and that such employees or personnel may include, if the City so desires, employees or personnel theretofore or then employed by the Contractor. The Contractor further agrees that, if the City should so request, the Contractor shall furnish to the City, free of cost, services of any or all management or office personnel then in the employ of the Contractor whose services are necessary for such operations. (D) ]Cantraqtor �elmbur�sement The Contractor further agrees that in such an event, it shall reimburse the City for any and all costs and expenses incurred by the City in taking over possession of the Operating Assets and in street sweeping services in such manner and to such an extent as would otherwise be required of the Contractor under the terms of this Agreement, which costs and expenses are in excess of the amount that the City would have been required to pay the Contractor for providing services. In such event the City shall submit a reimbursement statement to the Contractor. Each statement shall list such costs and expenses, and the reimbursement shall be made no later than five (5) days from and after each such submission. In the event the reimbursement is not made, the City may draw upon any security required to be maintained thereunder. (D) Coniractorof _Re§_umptJ1on q Service, It is further agreed that the City may at any time, at its discretion, relinquish possession of any or all of the Operating Assets to the Contractor and thereupon demand that the Contractor resume street sweeping services as provided in this Agreement whereupon the Contractor shall be bound to resume the same. (F) Cfty RffrAfrrnan.(;g.blot -o-,Ig in", Itis specifically understood and agreed that the City's exercise of its rights under this Section: (1) does not constitute a taking of private property for which payment must be made; (2) shall not create any liability on the part of the City to the Contractor; and (3) that the indemnity provisions of Section 10.1 of this Agreement are meant to include circumstances arising under this Section. (G) Quration_qLgjtbs fight : The City's right under Section 8.2 hereof to retain temporary possession of the Operating Assets, and to render street sweeping services, shall terminate at the earlier of (1) the time when such services can, in the judgment of the City, be resumed by the Contractor, or (if earlier), (2) the time when the City no longer reasonably requires such Operating Assets, as determined by the City, or (3) the expiration of twelve (12) months from the date the City took possession. City of Downey -30— Street Sweeping Services Agreement SECTION 8.3. EVENTS OF DEFAULT OF CONTRACJOR- (A) Event of Default Defined Each of the following shall constitute an Event of Default on the part of the Contractor: (1) Certain Events of Non Complianoe. Any transaction, without any requirement of notice or cure opportunity, not complying with the requirements of Section 3.2 or Section 3.3 hereof. (2) Mjige_d­Canino. The failure of the Contractor, except as may be excused by Uncontrollable Circumstances to make at least 99.95% of the gross number of sweepings designated areas from City streets, alleys, parking lots, etc. in any Agreement Year, (3) Other Failure to Perform, Failure or refusal of the Contractor to perform any term, covenant, obligation or condition contained in this Agreement other than a failure or refusal described in Items (1) or (2) above, except that no such failure or refusal shall give the City the right to terminate this Agreement under this Section unless: (a) The City has given prior written notice to the Contractor, stating that a specific failure or refusal to perform exists which will unless corrected, constitute a material breach of this Agreement on the part of the Contractor and which will, in its opinion, give the City a right to terminate this Agreement for cause under this Section unless such default Is corrected within fifteen (115) days, and (b) The Contractor has neither challenged in an appropriate forum the City's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such default within such fifteen (15) day period from receipt of the notice given pursuant to the clause (a) of this subsection (but if the Contractor shall have diligently taken steps to correct and successfully corrected such default within a reasonable period of time, the same shall not constitute an Event of Default for as long as the Contractor is continuing to take such steps to correct such default). (4) Volunta!y Bankruptcy,, The written admission by the Contractor that it is bankrupt, or the filing by the Contractor of a voluntary petition under the Federal Bankruptcy Code, or the consent by the Contractor to the appointment by a court of a receiver or trustee for all or a substantial portion of its property or business, or the making by the Contractor of any arrangement with or for the benefit of its creditors involving an assignment to a trustee, receiver or similar fiduciary, regardless of how designated of all or a substantial portion of the Contractor's property or business. (5) The final adjudication of the Contractor as a bankrupt after the filing of an Involuntary petition under the Bankruptcy Act, but no such adjudication shall be regarded as final unless and until the same is no longer being contested by the Contractor City of Downey -31 — Street Sweeping Services Agreement nor until the order of the adjudication shall be regarded as final unless and until the same is no longer being contested by the Contractor nor until the order of the adjudication is no longer appealable. (6) Failure to Provide Performance Bond, The failure of the Contractor to provide or maintain the performance bond required pursuant to Section 6.7 hereof, without any requirement of notice or cure opportunity. (7) Termination Liguidated garngoes P@y@ble to the Cit L If this Agreement Is terminated by the City for cause, as a result of an Event of Default by the Contractor hereunder, the Contractor immediately upon receipt of the City's termination notice shall pay to the City as liquidated damages (11) all amounts payable to the City by the Contractor as liquidated damages up to such date of termination, (2) an amount equal to the sum of all increased Payments, damages, penalties incurred by or on behalf of the City under or Applicable Law as a result of the termination of this Agreement, and (3) the sum of $100,000. (8) Adqgu@cy of TeLminalign Ligulga!9d Damages The parties agree that the City's actual damages upon termination of the Contractor for cause under this Section would be difficult or impossible to ascertain, that the termination liquidated damages provided for in subsection (7) hereof are intended to place the City in an economic position equivalent to that which it would have been in the Event of Default or material breach permitting termination for cause not occurred, and that such termination liquidated damages shall constitute the only damages payable by the Contractor upon such termination for cause, regardless of legal theory. The obligation to pay such termination liquidated damages shall not impair or limit the obligation of the Contractor to the City under any other provision of this Agreement which expressly survives termination hereunder. (9)WaJyArof0ef,enses, The Contractor acknowledges that it is solely responsible for providing the Street Sweeping Services described herein, and hereby irrevocably and unconditionally waives the following defenses to the payment and performance of its obligations under this Agreement: any defense based upon failure of consideration, contract of adhesion, impossibility or impracticability of performance, commercial frustration of purpose or the existence, non-existence, occurrence or non-occurrence of any foreseen or unforeseen fact, event or contingency that may be a basic assumption of the Contractor with regard to any provision of this Agreement. (10) _Enforcement Costs. The Contractor agrees to pay to the City all fees and expenses incurred by or an behalf of the City in enforcing payment or performance of the Contractor's obligations hereunder if such non-performance results in a judicially determined Event of Default by the Contractor. SECTION 8.4. etE-NT OF DEFAULT BY THE CITY. City of Downey -32— Street Sweeping Services Agreement (A) Event of City DeLaqLt Defined, Each of the following shall constitute an Event of Default on the part of the City: (1) Bankruotev or Insolvency,i The filing by the City of a petition seeking relief, a final adjudication of insolvency or bankruptcy, or an assumption by a cognizant regulatory body of Supervision of the City's finances, in any case under the Federal Bankruptcy Code, or any federal or state statute intended to provide relief or otherwise become effective for political subdivisions with respect to enterprise funds, system revenue funds or any similar funds which are insolvent, financially unsound or unable to meet their obligations as they mature. (2) Fa.Pure to Pay- The failure of the City to pay non -disputed amounts due and owing to the Contractor under this Agreement within forty (40) days following receipt of a Contractor invoice therefor. SECTION 8.5. NQ,WAIVERS, No action of the City or Contractor pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either party of the other party's compliance with any term or provision of this Agreement. No course of dealing or delay by the City or Contractor in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the City of the Contractor under this Agreement shall include any other or further exercise thereof or the exercise of any other right, power or remedy. SECTION 8.6. NQ PONaEQ_Q_ENTQNL_gB_ ,flUNITIVIE DAMAGES, In no event shall either party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non-performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. SECTION 8.7. FORUM FOR DISPU*rr- =Qnl I ITIC It is the express intention of the parties that all legal actions and proceedings related to this Agreement or to the Street Sweeping Services or to any rights or any relationship between the parties arising therefrom shall be solely and exclusively initiated and maintained in courts of the State of California or the United States of America having appropriate jurisdiction. SECTION 8.8. AIDMIN15TRATIVF REVIEW OF DIAPUTE§, Either party hereto may give the other party written notice of any dispute with respect to this Agreement. Such notice City of Downey - 33 — Street Sweeping Services Agreement shall specify a date and location for a meeting of the parties hereto at which such parties shall attempt to resolve such dispute. The Director of Public Works shall keep a record of the proceedings conducted and informatlon presented during such meeting. In the event that such disputes cannot be resolved by the parties hereto within thirty (30) days, the matter may be referred by either party to Legal Proceedings. In the event either party has referred a dispute to any such proceeding, the City may not act to terminate this Agreement for cause except at the conclusion of the meeting of the parties held pursuant to this section. SECTION 8.9. PUBLIC tg&RINGS, At City's sole option, the City may hold a public hearing to review any and all reports provided by this Agreement and to review Contractor's performance and quality of service. Topics for discussion and review at the hearing include, but shall not be limited to services provided, customer complaints, rights of privacy, recommended amendments to the Agreement, and developments in the law. The reports required by this Agreement shall be utilized as the basis for review. Additional documentation may be requested. In addition, any customer may submit comments or complaints during the review meetings, either orally or in writing, and these may be considered. The Contractor shall be present and shall participate. If any noncompliance with the Agreement is found, the City may direct the Contractor to correct the inadequacies and the City may pursue all other legal and equitable remedies. City of Downey -34— Street Sweeping Services Agreement hereof July 1, 2003 and shall end an June 30, 2008. The City, at i option, may renew the Agreement for a Subsequent Term ofyears, to being upon the expiration of the Initial Term. h5y-,seq to renew the A—areement for the Subserluent Term it shall provide the Contractor with a written notice of the renewal prior to the expiration of the Initial Term. City of Downey -35— Street Sweeping Services Agreement SECTION 10 1. LNDEMNIFICATION. The Contractor agrees that it will protect, indemnify and, hold harmless the City and its representativ.es, officers, employees and subcontractors (as applicable in the circumstances), (the 'City Indemnified Parties') from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attorney's fees (collectively, "Loss -and -Expenses"), and will defend the City Indemnified Parties in any suit, including appeals for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the Contractor or any of its officers, members, employees, agents, representatives or Subcontractors in connection with Its obligations or rights under this Agreement, (2) the street sweeping operations, (3) any Contractor Breach, (4) any claim for any finder's or brokerage fee or other commission resulting from any services alleged to have been rendered to or performed on behalf of the Contractor with respect to this Agreement or any of the, transactions contemplated hereby, (5) any action taken by the City pursuant to its rights under Section, 7.7 hereof upon a failure to conduct street sweeping services, (6) the performance or non-performance of the Contractors obligations under this Agreement and (7) Contractor's failure to comply with Applicable Law, including requirements relating to the Contractor's preparation and submissions of its bid for award of the Agreement. Without limitation, the indemnification provided for in the Section shall include any Loss -and -Expenses related to or arising from CERCLA, or any similar or related, Applicable Law. A City Indemnified Party shall promptly notify the Contractor of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Contractor the opportunity to defend such claim, and shall not settle the claim without the approval of the Contractor. These indemnification provisions are for the protection of the City Indemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement. SECTION 10.2, UNCONTROLLABILE�CIRC MSTANCES GENERALLY. (A) Peyormgp2L Excused, Except as otherwise specifically provided in this Agreement, neither the Contractor nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance. City of Downey -36— Street Sweeping Services Agreement (B) Notice . Miti ation'. The party experiencing an Uncontrollable Circumstance shall notify the other party by telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within two days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such party's obligations hereunder will be delayed, (3) the estimated amount, if any by which the compensation may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the Contractor or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. While the delay continues, the Contractor or City shall give daily notice to the other party updating the information previously submitted. SECTION 10.3. LIMITED RECOUB E TO THE CITY. No recourse shall be had to the general funds or general credit of the City for the payment of any amount due the Contractor hereunder, or the performance of any obligation incurred hereunder, including compensation, for any Loss -and -Expenses of any nature arising from the performance or non-performance of the City's obligations hereunder. SECTION 10.4. RELATIONSHIP OE THE IATIES: Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The Contractor is an independent Contractor and Agreement holder and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties. SECTION 10.5. NO DIS_ IMINATION. The Contractor shall not discriminate nor permit discrimination by any of its officers, employees, agents and representatives against any person because of age, race, color, religion, national origin, sex, sexual orientation or physical or mental disability. The Contractor will take all actions reasonably necessary to ensure that applicants are employed, and that employees are treated during employment; without regard to City of Downey -37— Street Sweeping Services Agreement their age, race, color, religion, national origin, sex, sexual orientation or physical or mental disability. Such action shall include, without limitation, recruitment and recruitment advertising; layoff or termination; upgrading, demotion, transfer, rates of pay or other form of compensation; and selection for training, including apprenticeship. The Contractor shall impose the non-discrimination provisions of this Section by contract on all Subcontractors hired with the City's consent to perform work related to performance of its obligations hereunder and shall take all reasonable actions necessary to enforce such provisions. The Contractor will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non- discrimination clause. SECTION 10.6. ACTIONS OF THE CITY -IN ITS GOVERNMENTAL CAPACITY: Nothing in this Agreement shall be interpreted as limiting the rights and obligations of the City in its governmental or regulatory capacity, or as limiting the right of the Contractor to bring any legal action against the City not based on this Agreement arising out of any act or omission of the City in its governmental or regulatory capacity. SECTION 10.7. f31NDtN2EFFECT. This Agreement shall bind and inure to the benefit of the parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions hereof. SECTION 10.8. AMF_NDMENTf,; Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly executed by both parties. SECTION 10.9. Each party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement, or any other related agreement executed by the City or the Contractor or any Legal Entitlement issued In connection herewith. SECTION 10.10. NOTICES. Any notices,reports or other communications required or permitted hereunder to be given to the City shall be in writing and shall be sufficiently given only if delivered in person to the City Clerk, City of Downey, Downey, California 90214 with a copy also delivered in person to: The Director of Public Works City of Downey 11111 Brookshire Avenue Downey, California 90214. City of Downey -38— Street Sweeping Services Agreement Any notices or communications required or permitted hereunder to be given to the Contractor shall be in writing and shall be sufficiently given if delivered in person to the Contractor at: Mr. Never Samuelian, President Nationwide Environmental Services 11914 Front Street Norwalk, CA 90650 Changes in the respective addresses to which such notices may be directed may be made from time to time by any party by written notice to the other party. Notices and communications given by mail hereunder shall be deemed to have been given 5 days after the date of dispatch; all other notices shall be deemed to have been given upon receipt. SECTION 10. 11,LS. Each party agrees to execute and deliver any instruments and to perform any acts as may be necessary or reasonably requested by the other in order to give full effect to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the dates indicated below. Date: F -;y City ofDowney CITY OF DOWNEY By: M Trejo, Mayor NATIONWIDE ENVIRONMENTAL SERVICES By: Z� Name: Never Samuelian Title:President -39— Street Sweeping Services Agreement T Mr. M R R. EATR -RM The frequency of sweeping shall be at least: Sweeping Areas Frequency Schedule/Note A.1 Residential One (1) time per week Schedule as Posted A.2 Major Intersections One (1) time per week Same day as residential A.3 Commercial Two (2) times per week See details below A.4 Downtown Two (2) times per week Monday and ThursdaLL y; 4 a.m,_- 7 a,m, B Alleys Two (2) times per month Same day as residential C Parking Lots (Park Facilities) One (1) time per week Same day as residential; 7 a.m. — 9 a D Medians (Raised and Painted) One (1) time per week -,,m, Thursday and Left Turn Pockets E Parking Lots (Downtown Area) One (11) times per week Monday, 4 a.m.-7 a.m. F Parking Structure (Downtown) One (1) times per week Midnight Sat - 4 a,m. Sun G Public Works Yards (2) One (1) times per week Friday: 4 a.m. - 6 a.m. H Holiday Lane Parade One (1) times per year The City furnishes the following assumptions as an aid in determining overall street sweeping requirements. These figures are approximate and are not intended as exact sweeping requirements. Final sweeping requirements are to be determined by the Director of Public Works or designated representative: A. Residential, major intersections and commercial streets (approximately 504 curb -miles) 1 Residential Areas All other City streets, See Map "Street Sweeping Schedule" 2. Major Intersections a, Florence Aveat: Old River School Rd., Paramount Blvd. � Downey Ave, Brookshire Lakewood Blvd., Woodruff Ave., Studebaker Rd, b. Firestone Blvd. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd., Woodruff Aorth, Woodruff Ave. South, Stewart and Gray Rd. c. Stewart & Gray Rd. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd�j Bellflower Blvd., Woodruff Ave. dImperial Hwy. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd,, Clark Ave., Bellflower Blvd., Woodruff Ave. e� Lakewood Blvd. at: Bellflower Blvd., Clark Ave. City of Downey -41 — Street Sweeping Services Agreement A 3. Commercial Areas STREET LIMITS SIDE TIME Albia St. Paramount BI. to Alley westerly BOTH 6-7a Fifth St. Paramount BI. to Alley westerly BOTH 6-7a Fourth Pl. Paramount BI. to Alley westerly BOTH 6-7a Melva St. Paramount BI. to Alley westerly BOTH 6-7a Paramount Bl. Lubec St. to Florence Ave. BOTH 6-7a Paramount Bi. Florence Ave. to Irwingrove Dr. BOTH 6-7a Paramount Bl. 7th St. to Quill St. BOTH 6-7a Paramount Bl. Puritan St. to South City Limits BOTH 6-7a Second St. Paramount BI. to Alley westerly BOTH 6-7a Seventh St. Paramount BI. to Alley westerly BOTH 6-7a Sixth St. Paramount BI. to Alley westerly BOTH 6-7a Third St. Paramount Bl. to Alley westerly BOTH 6-7a Florence Ave. Brookshire Ave. to Lakewood Bl. NORTH 6-7a Florence Ave. Brookshire Ave. to Lakewood Bl. SOUTH 6-7a Studebaker Rd. Florence Ave, to Benfield Ave. EAST 6-7a Firestone East City Limit to West City Limit BOTH Lakewood North City Limit to Gardendale BOTH 6-7a Cleta St. Patton Rd. to Lakewood B1 BOTH 6-7a Downey Ave. Fourth St. to Sixth St. BOTH 6-7a La Villa St. Downey Ave. to Alley easterly BOTH 6-7a Old River Sch.Rd. Florence Ave. to Rio Hondo Pi BOTH 6-7a Downey -Norwalk E/O Regentview Ave. BOTH 1-4a Pangborn Ave. Washburn Rd. to Seaaca St. BOTH 1-4a Regentview Ave. Washburn Rd. to R.R. Tracks BOTH 1-4a Seaaca St. E/O Panborn Ave. BOTH 1-4a Washburn Rd. Woodruff Ave. to Regentview Ave.BOTH 1-4a Washburn Rd. Cornuta Ave. to Woodruff Ave, BOTH 6-7a Woodruff Ave. Firestone Bl. to Everest Ave. BOTH 6-7a Woodruff Ave. Belcher St. to South City Limits BOTH 6-7a 6-7a NOTE: Commercial areas need to be swept two times per week, three days apart. Example: Monday and Thursday in accordance with the time schedule outlined in this Agreement. 4. Downtown Area (9 curb miles) a. Paramount Blvd. (both side) railroad tracks south of Firestone Blvd. to 7th St, b. Myrtle St. -railroad tracks south of Firestone Blvd. to 3rd St, c. La Reina Ave. - Nance St, to 4th St. d. Downey Ave. - railroad tracks south of Firestone Blvd. to 5th St. e. Civic Center Dr. - 3rd St. to Brookshire Ave. f. Brookshire Ave. - railroad tracks south of Firestone Blvd. to 5th St. g. 3rd St. - Paramount Blvd. to Civic Center Dr. h. 2nd St. - Paramount Blvd. to Dolan St. i. Firestone Blvd. - Paramount Blvd. to Brookshire Ave. j. New St. - 2nd St. to 4th St. k. Dolan Ave. - railroad tracks to Firestone Blvd. 1. Nance St. - Myrtle St. to Downey Ave. m, Paramount Blvd., west side, from 5th St. to the railroad tracks south of Firestone Blvd. n. 4'" St. (both sides), Downey Ave. to La Reyna Ave. 16 miles of City alleys. City of Downey -42— Street Sweeping Services Agreement C, Parking Lots (Park Facilities) 1. Dennis the Menace Park - 9125 Arrington Ave. 2. Wilderness Park (2 lots) - 10999 Little Lake Rd. 3. Rio San Gabriel Park (2 lots) - 9612 Ardine St. 4. Furman Park - 10419 Rives Ave. 5. Crawford Park - 7000 Dinwiddie St. 6. Independence Park (2 lots) - 12334 Bellflower Blvd. 7. Apollo Park (2 lots) - 12540 Rives Ave. 8. Golden Park - 8840 Golden St. 9. Treasure Island Park — 9300 Bluff Rd, D. Medians (Raised and Painted) and Left Turn Pockets (approximately 16 miles) Parking Lots (Downtown Area) 1. 8100 block of Firestone Blvd. (adjacent to U.S. Post Office) between Firestone Blvd, & 2nd Street. 2. 8100 block of 3rd St. W/O La Reina Ave. 3. South side of 2nd St., east of Downey Ave. 4. East of Downey Ave., between 2nd St., & 3rd St. 5. City Hall lot, east of Civic Center Dr. and north of 3rd St, 6. City Hall lot, west of Brookshire Ave. and north of Civic Center Dr. 7. Northerly half of lot south of Civic Center Drive and west of Library. 8. Downey Depot Transportation Center FParking Structure (Downtown) at 2nd St. between New and La Reina G. Public Works Yards (2): Parking Lots and Open Areas 1. Utilities Yards at 9252 Stewart & Gray Road 2. Maintenance Yard at 12324 Bellflower Blvd. H. Holiday Lane Parade City of Downey -43— Street Sweeping Services Agreement (A) The Contractor shall continuously maintain the following insurance coverages for the entire term of this Agreement: (1) Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance: $1,000,000 each accident, $1,000,000 policy limit bodily injury by disease, $1,000,000 each employee bodily injury by disease; (2) Commercial General Liability insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad -Form Property Damage (if applicable) and Independent Contractors Liability (if applicable) in an amount of not less than Five Million Dollars ($5,000,000.00) per occurrence, combined single limit, written on an occurrence form; (3) Comprehensive Automobile Liability coverage, including - as applicable - owned, non -owned and hired autos in an amount of not less than Two Million Dollars ($2,000,000) aggregate and One Million ($1,000,000) per occurrence, combined single limit, written on an occurrence form. (B) Insurance is to be placed with insurers with a Current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance. (C) The City Risk Manager is hereby authorized to reduce the requirements set forth above in the event he or she determines that such reduction is in the City's best interest. (D) Each insurance policy required by this Agreement shall contain the following clauses: "This insurance shall not be canceled, limited in scope or coverage, or non -renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Downey, 11111 Brookshire Avenue, Downey, CA 90241. "It is agreed that any insurance maintained by Nationwide Environmental Services shall be primary insurance as respects any other valid and collectible insurance the City may possess including any self-insurance retention the City may have sent, any other City of Downey -45— Street Sweeping Services Agreement insurance the City does possess shall be considered excess insurance and shall not contribute with it." (E) Each insurance policy required by this Agreement, excepting policies for workers' compensation, shall contain the following clause: "The City of Downey, its elected and appointed officials, officers, agents, employees, representatives and volunteers are added as additional insured as respect to liability arising out of activities performed by or on behalf of Contractor. This policy shall act for each insured as though a separate policy had been written for each. This, however will not act to increase the limit of liability of the Insurance Company." (F) Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. (G) Prior to commencing any work under this Agreement, the Contractor shall deliver to the City Insurance Certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, the Contractor shall provide to the City endorsements to the above -required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be the Contractor's responsibility to see that the City receives documentation acceptable to the City which sustains that the individual signing such documents is indeed authorized to do so by the insurance company. Also, the City has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement. (H) In addition to any other remedies the City may have if the Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City may, at its sole option: 1. Obtain such insurance and deduct and retain the amount of the premium for such insurance for any sums due under this Agreement; City of Downey -46— Street Sweeping Services Agreement 2. Order the Contractor to stop work under this Agreement and withhold any payment(s) which become due to the Contractor until such times as Contractor demonstrates compliance with the requirements hereof; 3. Terminate this Agreement. (1) Exercise of any of the above remedies, however, is an alternative to other remedies the Contractor may have and is not the exclusive remedy for the Contractor's failure to maintain insurance or secure appropriate endorsements. (J) Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. (K) Nothing herein contained shall be construed as limiting in any way the extent to which the Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or Its subcontractor's performance of the work covered under this Agreement. City of Downey -47— Street Sweeping Services Agreement Approved Cost Sheet Street Sweeping Services Contract 1. Annual Street Sweeping Services Fixed Costs $ 108,600.00 Variable Costs $ 184,600,00 Total Costs $ 293,200.00 $13.28 /Curb Mile 3. Emergency Service During Working Hours $ 60.00 /Per Hour 4. Emergency Service After Hours $ 75.00 /Per Hour / .17 Signed Date NOTE: Adjustments to (1) are allowed under Article 7, Section 7.2 of this "Agreement", City of Downey -48— Street Sweeping Services Ageement EXECUTED IN DUPLICATE BOND NO: 72BCSAA3897 PREMIUM: $973.00 1. The Company and the Surety, jointly and severally, bind themselves, their helrs,; executors, administrators, successors and assigns to the City for the performance of the operation Contract which is incorporated herein by reference. 2- If the Company timely and completely performs the operation Contract, the Surety and the Company shall have no obligation under this Bond except to participate in conferences qs provided In Subparagraph 3. 1, 3. If there is no City Default. the Sureys obligation under this Bond shall arise after: 3.1 The City has notified the Company and the Surety at its address described in Paragraph 10 below that the City is considering declaring a Company Default and rTquested a conference with the Company and the Surety to discuss the performance of the Operatia'n Contract; and 3.2. The City has declared a Company Default and sent a notice to the Company and Surety formally electing to terminate the Company's right to complete the performance of the work under the Operation Contract: and 3.3. The City has agreed (subject to Paragraph 5 hereof) to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Operation Contrkt or to a contractor selected to perform the remaining work under the Operation Contract in accordance with the terms of the Operation Contract with the City. 4. When the City has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 4.1. Arrange for the Company, with consent of the City, to perform and complete the Operation Contract; or 4.2. Undertake to perform and complete the Operation Contract itself, through i* agents or through qualified independent contractors; or 4.3. Obtain bids or negotiated proposals from qualified contractors acceptable to the City for a contract for performance and completion of the Operation Contract, arrange for a contract to be prepared for execution by the City and the contractor selected with the City's concurrence to be secured with performance and payment bonds executed by a qualified surety equivalent to the City of Downey -49— Street Sweeping Services' Agreement bonds issued on the Operation Contract, and pay to the City the amount of damages ae described in Paragraph a In excess of the Balance of the Contract Price Incurred by the City resulting from the Company's default; or 4.4. Waive its right to perforin and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: (1) After Investigation, determine the amount far which it may be liable to the City and, as soon as practicable after the amount is determined, tender payment therefor to the City; or (2) Deny liability in whole or in part and notify the City citing reasons: therefor. 5. If the Surety does not proceed as provided in Paragraph`4 with reasonable promptness (and in event within the 45 -day period commencing on the receipt by the Surety of the notice referred to in subparagraph 3.2 hereof), the Surety shall be deemed to be in default on this Bond and without further notice, the City shall be entitled to enforce any remedy available to the City, including without limitation arranging for the work under the Operation Contract to be completed by a qualified contractor or contractors selected by the City and seeking compensatory damages from the Surety. If the Surety proceeds as provided in Subparagraph 4.4, and the City refuses the payment tendered or the Surety has denied liability in whole or in part without further notice the City shall be entitled to enforce any remedy available to the City, including without limitation arranging for the work under the Operation Contract to be completed by a qualified contractor or contractors selected by the City and seeking compensatory damages from the Surety. 6. After the City has terminated the Company's right to complete the Operation Contract, and if the Surety elects to act under Subparagraph 4.1, 4.2. or 4.3 above, then the responsitalities of the Surety to the City shall not be greater than those of the Company under the Operation Contract and the responsibilities of the City to the Surety shall not be greater than those of the City under the Operation Contract. To the limit of the amount of this Bond, but Subject to Commitment by the City of the Balance of the Contract Price to mitigation of costs and damages on the Operation Contract, the Surety is obligated without duplication for: 6.1. The responsibilities of the Company for the collection of Franchise Materiatt in accordance with the Operation Contract; 6.2. Additional legal, design, professional and delay costs resulting from the Company Default, and resulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3. Liquidated damages, or if no liquidated damages are specified in the Operation Contract, actual damages caused by delayed performance or non-performance of the Company. City of Downey 50 Street Sweeping Services.Agrcement 7. The Surety shall not be liable to the City or others for obligations of the CompaJhy that are unrelated to the Operation Contract, and the Balance of the Contract Price shall not be Deduced or set off on account of any such unrelated Obligations. No right of action shall accrue an this Bond to any person or entity other than the City or its heirs, executors, administrators or successors. 8. The Surety hereby waives notice of any change, including changes of time, to the Operation Contract or to related subcontracts, purchase orders and other obligations. 9. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Company Default or within two years after the Company ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibitedby law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 10. Notice to the Surety, the City or the Company shall be mailed or delivered to the address shown on the signature page. 11. When this Bond has been fumishad to Comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. 12. DEFINITIONS 12.1. Balance of the Contract price: The total amount due and payable by th� City to the Company under the Operation Contract after all proper adjustments have been made, including allowance to the Company of any amounts received or to be received by the City in settlement of insurance or other claims for damages to which the Company is entitled, reduced by all valid and proper payments made to or on behalf of the Company under the Operation Contract. - - 12.2. Operation Contract The Street Sweeping Services Agreement between the company and the City, dated July 1, 2003. to July 1, 2004, any extension of this bond requires the couserkt.12 9company f the Sur U6 au It Failure of the Company, which has neither been remedied nor . 8e waived, to perform or otherwise to comply with the terms of the Operation Contract, including, without. City of Downey -51 — Street Sweeping Services Agreement .11 12.4. City DefaUlt Failure of the City, which has neither been remedied nor walyed, to pay Ir-ta X%KAW. other terms thereof, which failure must be sufficiently serious to justfy a terminallon of the Operation Contract, Including, without limitation, an Event of Default of the City, as de4ned In the E= =� City of Downey -52— Street Sweeping Services Agreement This Bond has been entered into to bind die Surety and the Company, as princip4l, unto Downey, its successors and assigns, in the penal sum of One Hundred Thousand and 00/100 ($100,000-00) lawful money of the United States of America, for the payment of which said sum of money well and truly to be made, the Surety and the Company bind themselves, their successors and assigns in each sum 'jointly and severally' as well as'severally only" for the purpose ,of allowing a joint action or actions against any or all of them and for all other purposes, each binds itself, its successors and assigns, jointly and severally to the City, its successors and assigns for the payment of such sums as to which the Company onthe Surety may become obligated to pay under this Performance Bond. (Space is provided below for additional signatures of added parties, other than those appearing an the cover page.) • Name: Name: Nationwide Environmental Services Hartford Fire Insurance Company (Corporate Seal) (Corporate Seal) Signature- zujaW Signature Name and T'itie, fl If rrttftName and Title: Keith W. Newell AV61deo-F Attorney -in -Fact Address: 11914 Front Street Address: One Pointe Drive Norwalk, CA 90650 Brea, CA 92821 City of Downey -53- Street Sweeping Scryices Agreement personally appeared ��IMN 71. ABITELL tome personally known, who, being by me duly sworn, did state that he/she is Attomey-in-Fact of HARTFORD FIRE INSURANCE COMPANY, a corporation organized and existing under the laws of the state of CONNECTICUT, that the seal affixed to the foregoing instrument is the corporate seal of the said corporation, that the instrument was signed, sealed, and executed in behalf of said corporation by authority of its Board of Directors, and further acknowledged the said instrument and the execution thereof to be the voluntary act and deed of said corporation by-hLis-voluntarity executed. lil ITT, HTWS�TTWE,%��-*F,- I have hereunto sub—scn-bed-b`y- name and affixed my official seal the day and year first above written. My Commission Expires: November 9. 2005 Notary Public rMW CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss, State of California County nty of On before mej—_ *A� State appeared FKpersonally known to me [I proved to me on the basis of satisfactory evidence Al to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. W ESS my hand and official seal. PNx. N.1.1y Seal Ab— Stinature of =Naftiji�mwk OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Doc ettt Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: —,—, 0 Individual lop of lDvad) hole El Corporate Officer — Title(s): [I Partner — Li Limited 0 General • Attorney in Fact • Trustee 0 Guardian or Conservator El Other: I mn. iL�l r r 0 1997 National NotaorAmmialfoo - 9350 Do Solo Ave,, P.0, Box 2402 - Chalswafth, CA 913132402 P,.d, No, 5907 Reorder. Cali Toll -Free 1.000.876-61327 0 SERVICES la This Amendment is entered into as of July 1, 2008, by and between the CITY OF DOWNEY, a municipal corporation, hereinafter as the "City" and NATIONWIDE ENVIRONMENTAL SERVICES, a division of Joe's Sweeping, Inc., hereinafter designated as the "Contractor". RECITALS A. WHEREAS, On July 1 2003, City and Contractor entered into an Agreement wherein Contractor agreed to perform street sweeping services for City ("Agreement"); B. WHEREAS, the term of the Agreement was for five (5) years, initially, with the ability to be extended up to an additional five (5) years; C. WHEREAS, City and Contractor desire to amend the Agreement by adding five (5) years to the original contract as per the terms of the original Agreement; D WHEREAS, Contractor is requesting to; a. Apply the CPI adjustment to the total contract amount (including variable and fixed costs); b. Increase the annual contract amount by 8.5 percent c. Include a clause for fuel adjustment based on a three (3) month average cost of $2.36 per gallon and a fixed monthly usage of 1,590 gallons. E. WHEREAS, City is willing to accommodate Contractor in its requests; F. WHEREAS, City finds that five (5) year extension of the Agreement will allow for the continuation of top quality street sweeping services with cost stability for the extended period; and G. WHEREAS, Section 3.4 of the Agreement provides that the Agreement may be renewed or extended by mutual agreement. NOW THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SECTION 1. SECTION 7.2 of the Agreement is amended to read as follows; "SECTION 7.2 COMPENSATION. "(A) Variable and Fixed Costs. "After two (2) years of satisfactory service, the Contractor may submit to the Director of Public Works no earlier -than the first day of the 2"d anniversary (July 1, 2010) of the contract, requests for adjustments in the compensation rates for variable and fixed costs. The Contractor must submit a,request in writing to be received by the City via certified mail no later than fifteen (15) days after the anniversary day for a rate adjustment effective sixty (60) days after the anniversary day based on the method of computation described in Section 7.2 (A). Failure to submit a written request, including all supporting documents justifying the request, by the end of the fifteen (15) days after the anniversary date shall result in Contractor waiving the right to request such increase for any preceding year. "Said adjustments shall become effective sixty (60) days after the anniversary of the contract. Requests for cost increases shall be approved administratively by the City. "(1) Method of Computation. The Contractor shall be allowed reasonable increases in both fixed and variable cost components of the compensation schedule to cover the increase in costs but in no event shall this increase exceed in percentage terms the percent increase to the All Urban Consumer Price Index (CPI -U) for the preceding twelve (12) month period from April to May (e.g., April 2009 to May 2010) of the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles -Long Beach metropolitan area. Faxed costs include office and generalized overhead, expected annual profit and annual equipment finance cost. Variable costs are costs that are solely associated with x E the daily operations of the business and include labor, insurance, waste disposal, and equipment O&M costs. The Contractor shall provide the City with all required documentation justifying their request at the time the request is made. Failure to include documentation justifying the request at the time the request is made shall constitute non- compliance with the notice requirements of this Section. "The City reserves the right to conduct an audit, at any time, of the Contractor's files and the Consumer Price's Index to verify the request. Upon successful completion of an audit, it is the City's sole decision to approve or deny said request. "(13) fuel Costs. Contractor's actual fuel receipts, quarterly fuelcost reports ("Quarterly Report"), including backup documentation consisting of copies of fuel purchase receipts for vehicles sweeping the City, at a fixed base quantity of ONE THOUSAND FIVE HUNDRED NINETY(1,590) gallons per month, shall be submitted to the City by the 30th day preceding September, December, March, and June of each year. The Quarterly Report shall include a summary of fuel costs paid, presented in tabular format with associated backup information as noted above, and shall be submitted with the quarterly adjustment invoice. "In the event that, during any given quarter, the base price of compressed natural gas ("CNG") fuel exceeds $2.36 per gallon, the Contractor shall, in addition to the fixed service contract, recover the difference between the base price of CNG fuel of $2.36 per gallon and the current price of CNG fuel per gallon, multiplied by the established number of CNG fuel gallons utilized per month. Contractor will recover the aforementioned current CNG fuel increases, if any, on a quarterly basis after review by the Public Works Director, who will have the right to approve, partially approve, or deny the increase, in his sole discretion, with no approval/partial approval to be unreasonably withheld. However, in no event shall this increase be greater than the average quarterly fuel price charged by Southern California Gas Company (SCG), Energy Resource Center (ERC) located at 9240 Firestone Boulevard, Downey, California, 90241. "If Contractor's fuel costs decrease below the average of $2.36 per gallon during any given quarter, the Contractor will credit the City the difference between the base price of CNG fuel of $2.36 per gallon and the current price of CNG fuel, multiplied by the established number of CNG fuel gallons utilized per month. Contractor will credit the aforementioned current CNG fuel decrease, if any, on a quarterly basisafter review by the Public Works Director, who will have the right to approve, partially approve, or deny the decrease. "Failure to submit a Quarterly Report by the 30th day preceding September, December, March, and June, shall result in the contract amount to revert back to the lowest previous per gallon cost. "(1) Method of Computation. The quarterly' average price for CNG fuel shall be calculated from data provided by SCG. By way of example, if fuel costs increase to an average of $2.80 for the first (1st) quarter, an increase of $700 [($2.80-$2.36) x 1,590 gal. = $700] per month to the Contract could be requested. However, if the amount of $2.80 is greater than the average charged by the ERC, then the average price quoted by the ERC for the given quarter shall be used instead to increase the calculation." SECTION 2.- SECTION 9.1 of the Agreement is amended to read as follows; "SECTION 9.1. TERM. The term of this Agreement shall commence on the date hereof July 1, 2008 and shall end on June 30, 2013. The City, at its sole option, may renew the Agreement for a subsequent term of up to five (5) years, n /M*N upon terms and conditions agreed to by the City Manager of City and Contractor. If the City chooses to renew the Agreement for the Subsequent Term, it shall provide the Contractor with a written notice of the renewal prior to the expiration of the Initial Term. However, there shall be no obligation on the part of either party to extend or renew this agreement and no statement of cause is required in either case." SECTION 3. APPENDIX C of the Agreement is amended to read as follows: "APPENDIX C REQUIRED INSURANCE "(A) The Contractor shall continuously maintain the following insurance coverages for the entire term of this Agreement: (1) Full Workers' Compensation Insurance as required by Applicable Law and in accordance with the provisions and requirements of the Labor Code of the State of California. Copies of policies and endorsements that implement the required coverage shall be filed and maintained with the City Clerk throughout the term of this Agreement. The policy providing coverage shall be amended to provide that the insurance shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. The policy shall also be amended to waive all rights of subrogation against the City, its elected or appointed officials, employees, or agents for losses which arise from work performed by the named insured for the City; (2) Commercial General Liability insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad -Form Property Damage (if applicable) and Independent Contractors Liability (if applicable) in an amount of not less than Five Million Dollars ($5,000,000.00) per occurrence, combined single limit, written on an occurrence form; (3) Comprehensive Automobile Liability coverage, including as applicable - owned, non -owned and hired autos in an amount of not less than Two Million Dollars ($2,000,000) aggregate coverage and One Million ($1,000;000) per occurrence, combined single limit coverage, written on an occurrence form. (B) Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California'by the Department of Insurance. (C) The City Risk Manager is hereby authorized to reduce the requirements set forth above in the event he or she determines that such reduction is in the City's best interest. (D) Each insurance policy required by this Agreement shall contain the following clauses: "This insurance shall not be canceled, limited in scope or coverage, or non -renewed until after thirty (30) days- prior written notice _ has been given to the City Clerk, City of Downey, 11111 Brookshire Avenue, Downey, CA 90241. "It is agreed that any insurance maintained by Nationwide Environmental Services shall be primary insurance as respects any other valid and collectible insurance the City may possess including any seat -insurance retention the City may have sent, any other insurance the City does possess shall be considered excess insurance and shall not contribute with it." (E) Each insurance policy required by this Agreement, excepting policies for workers' compensation, shall contain the following clause: GO "The City of Downey, its elected and appointed ;officials, officers, agents, employees, representatives and volunteers are added as additional insured as respect to liability arising out of activities performed by or on behalf of Contractor. This policy shall -act for each insured as though a separate policy had beenwrittenfor each. This, however will not act to increase the limit of liability of the Insurance Company." (F) Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. (G) Prior to commencing any work under this Agreement, the Contractor shall deliver to the City Insurance Certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, the Contractor shall provide to the City endorsements to the above -required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall besignedby an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be the Contractor's responsibility to see that the City receives documentation acceptable to the City which sustains that the individual signing such documents is indeed authorized to do so by the insurance company. Also, the City has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement. (H) In addition to any other remedies the City may have if the Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City may, at its sole option: 1. Obtain such insurance and deduct and retain the amount of the premium for such insurance for any sums due under this Agreement; 2. Order the Contractor to stop work under this Agreement and withhold any payment(s) which become due to the Contractor until such times as Contractor demonstrates compliance with the requirements hereof; 3. Terminate this Agreement. (1) Exercise of any of the above remedies; however, is an alternative to other remedies the Contractor may have and is not the exclusive remedy for the Contractor's failure to maintain insurance or secure appropriate endorsements. (J) Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. (K) Nothing herein- contained shall be construed as limiting in any way the extent to which the Contractor may be held responsible for payments of damages to persons or _property resulting from Contractor's or Its subcontractor's performance of the work covered under this Agreement." /-N SECTION 4. APPENDIX D of the Agreement is amended to read as follows: "APPENDIX D Cost Sheet Approved by City of Downey For Street Sweeping Services Contract 1. Annual street Sweeping Services a. Fixed Costs & Variable Costs $293,543 b. Fuel Costs (1 590 gallons at $2.36) $ 45�028 Total Cost $338,571 2. Additional Services $13.28 /Curb Mile 3. Emergency Service During Working • $ 60.00 /Per Hour 4. Emergency Service After Hours $ 75.00 /Per Hour, Signed Date (0/20C-6 NOTE: Adjustments to (1) are allowed under Article 7, Section 7.2 of this "Agreement". " w mo -• as expressly amended • this Amendment to greement, a other terms and conditions of the July 1, 2003, Agreement and all Exhibits thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of , WhIffil #40% 0 1 Gerald Caton, City Manager DATED: June 26, 2008 DATED: !W4 �IL4:j-'IM13 --"" ATTEST: BY: Kathleen L. Midstokke,,, City Clerk Im! 419M, • �• THIS AMENDMENT NO. 2 TO THE STREET SWEEPING SERVICES AGREEMENT BETWEEN THE CITY OF DONEY, CALIFORNIA AND NATIONWIDE ENVIRONMENTAL_ SERVICES ("Amendment No. 2") is made this 27th day of June, 2012, between the City of Downey, a municipal corporation and charter city, hereinafter referred to as "City", and NATIONWIDE ENVIRONMENTAL SERVICES a division of Joe's Sweeping, Inc. a California corporation, hereinafter referred to as "Contractor." WHEREAS, on July 1, 2003, the City and Contractor entered into`a Street Sweeping Services Agreement ("Agreement") wherein Contractor agreed to perform street sweeping services for City; WHEREAS, effective July 1, 2008, the Agreement between City and Contractor was amended ("Amendment No. 1 ")extending the term of the Agreement for five years with the option of extending in the future along with making cost adjustments including the addition of a quarterly fuel adjustment; WHEREAS, the means and method of processing fuel adjustments as provided in Amendment No. 1 do not reflect Contractor's current practice in that Contractor no longer purchases compressed natural gas ("CNG") from public dispensers, but rather has its own dispensers; WHEREAS, City and Contractor desire to amend the Agreement and Amendment No. 1 to eliminate the quarterly fuel adjustment by establishing a fixed cost reimbursement of 1,590 gallons of CNG per month at a cost of $2.36 per gallon accounting for Contractor's cost of fuel, overhead, and markup while also allowing for an annual review of fuel costs for potential adjustment; WHEREAS, the expiration of the Agreement as modified by Amendment No. 1 is June 30, 2013; WHEREAS, in order to ensure the continuation of top quality street sweeping services and price stability into the future, City desires to extend the current term of the Agreement for an additional five years expiring June 30, 2018, with the option of extending the term for an additional five years; WHEREAS, trash capturing devices were recently installed at over 11,000 Los Angeles County and City -owned catch basins throughout the Gateway City area including over 400 catch basins in the City as part of a $10 Million federal stimulus 1 project to help cities comply with their no -trash Total Maximum Daily Load (TMDL) requirement by helping prevent debris/trash from entering the Los Angeles River; WHEREAS, by accepting the $10 Million grant the cities agreed to maintain these catch basin insert devices; WHEREAS, City has the option of either entering into an agreement to reimburse Los Angeles County Flood Control District (LACFCD) to perform maintenance of the catch basin's receiving trash capturing devices on behalf of the City or the option of entering into an agreement with LACFCD whereby City accepts responsibility for catch basin maintenance via a separate City contractor; WHEREAS, given that appropriate street sweeping services is a tangible part of the effort to comply with the no trash TMDL and the high level of service. currently provided under the street sweeping contract, City desires to amend the Agreement and Amendment No. 1 to retain Contractor's services for cleaning the catch basins which received trash capturing devices; WHEREAS, Contractor has represented and warranted to the City that it has the experience, responsibility, and qualifications to conduct the street sweeping and catch basin cleaning services detailed herein, and to arrange with residents and other entities in the City for street sweeping and catch basin cleaning, and safe disposal of the waste generated from these services. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, it is mutually agreed by and between the parties hereto that the Agreement and Amendment No. 1 are hereby amended by the changes, additions, omissions, or deductions set forth as follows: Section 1. Article I, Section 1.1 ("Definitions") of the Agreement shall be amended as follows: "'Agreement' means this Street Sweeping Services Agreement between the City and the Contractor, the Appendices attached hereto and any subsequent amendments thereto." Section 2. Article IV Section 4.1 ("Services") of the Agreement shall be amended to read as follows: "(A) Services Provided.- In compliance with all terms and conditions of this Agreement, the Contractor shall provide the following street sweeping services: sweep all paved streets and alleys, parking lots, maintenance yards, sweep medians, municipal public facilities, park parkinglots, and major intersections, within the corporate limits of the City of Downey at the times provided in the Schedule of Performance (Appendix B) as well as catch basin cleaning services at the locations provided in the Schedule of Performance (Appendix B). These services are hereafter 2 collectively referred to as "service "work", "sweeping", "street sweeping", "street sweeping collection", "sweeping services", or "street sweeping services". References to such terms throughout the Agreement are assumed to apply to both street sweeping and catch basin cleaning, unless otherwise specified. (B) Sweeping and Catch Basin Cleaning Schedules. The route and time of day for sweeping services ("sweeping schedule") and location and time of catch basin cleaning shall be established by the Director of Public Works or designated representative. Appendix B presents the established sweeping and catch basin cleaning schedules of various locations. The sweeping and catch basin cleaning schedules may be modified by the Director of Public Works or designated representative only after five 5 working days notice to the Contractor. The sweeping and catch basin cleaning schedules shall not be promulgated nor modified by the Director of Public Works or designated representative without consultation with the Contractor. The sweeping and catch basin cleaning schedulesshall give due regard primarily to the peace and convenience of persons residing or working in Downey. (C) Holidays and Inclement Weather. No street sweeping or catch basin cleaning shall be performed on the following City -recognized holidays: Christmas Day, Independence Day, Labor Day, Memorial Day, New Years Day, Thanksgiving Day, and the Day after Thanksgiving. Street sweeping or catch basin cleaning shall not be performed when, in the sole opinion and discretion of the Director of Public Worksor designative representative inclement weather prevents effective street sweeping. Areas that are not swept on holidays or due to inclement weather under this Section need not be swept until the next regularly scheduled sweeping day for the unswept areas. The Contractor shall perform all extra work caused by inclement weather without additional charge to the City. (D) Adherence to;Sweeping and Catch Basin Schedules. If scheduled sweeping or catch basin cleaning is not performed for any reason other than inclement weather or holiday (for example, due to an equipment breakdown), the Contractor must bring in an additional sweeper or catch basin cleaner to adhere to the sweeping and catch basin cleaning schedules. (E) Workmanlike Manner of Performance. All work done by or required of Contractor shall be done in a workmanlike manner and in accordance with those standards which are considered to be good street sweeping and catch basin cleaning practices. All pavement, flat surfaces, and edges shall be swept clean of paper, glass, dirt, sand, rocks, litter, and debris including any clumps of dirt with or without minor vegetation which can obstruct the flow of water in the gutter. This shall include but not be limited to sweeping through standing water rather than around, and making as many passes on a give portion of street as is necessary to clean it. The work for catch basin cleaning only shall include but not be limited to: completely removing all trash and debris at the entrance to and within the catch basins, cleaning any catch basin sumps found to have blocked screened inlets or outlets, removing all trash and debris in the 3 connector pipe for a distance of six feet from the opening, minor maintenance to any catch basin trash screen or trash collection device that is damaged, and removing all vegetation growing across and/or blocking the catch basin opening. Debris that can not be swept or vacuumed by mechanical sweepers or vacuum shall be manually picked up. (F) Restriction of Swee inn Hours. Street sweeping services only shall be restricted adjacent to school properties between the hours of 8:00 a.m. to 9:00 a.m. and 2:00 p.m. to 3:00 p.m. Unless otherwise provided in Appendix B, street sweeping and catch basin cleaning services shall be performed during regular work hours 6:00 a.m, and 6:00 p.m., Monday through Friday. (G) Disposal of Sweeping and Catch Basin Waste. The Contractor shall transport and dispose all street sweeping and catch basin waste in accordance with all City, County, and Federal requirements. The City shall be notified which disposal site(s) are used for street sweeping and catch basin waste. . (H) Additional Services. The Contractor shall perform services in addition to those specified in Section 4.1 when directed to do so by the City. These additional services will include but not be limited to: non -regular street fairs and parades, new streets, medians or alleys, parking lots, and catch basin maintenance not included in Section 4.1 (K) and Appendix B. However, Contractor shall not be required to perform any additional services without additional compensation. The additional compensation shall be based on the cost for additional services included in Appendix D. Any addition in compensation not exceeding 5% of the Contract Sum may be approved by the Director of Public Works or designated representative. Any greater increase must be approved by the City Council. (1) Emergency Services During Work Hours. During regular work hours, Monday to Friday from 6:00 a.m. to 6:00 p.m., the City may call upon the Contractor to respond to an emergency situation that requires immediate street sweeping or catch basin cleaning services. These situations may include but not limited to: spill of non hazardous waste and debris, debris from accidents involving automobiles, storms, floods, and others. The Contractor is required to respond to these emergency service requests within two 2 hours of notification time. The total compensation for any street sweeping emergency services during work hours shall be based on the unit cost hour ($/hour) x the total actual work hours as set forth in Appendix D. The total compensation for any catch basin emergency cleaning services during work hours shall be as set forth in Appendix D. Failure to respond within the designated time will result in penalty as outlined in Section 6.4 (C) of this Agreement. (J) Ememency Services After Hours. During weekends, City holidays and after work hours (Monday to Friday, 6:00 p.m. to 6:00 a.m.), the City may call upon the Contractor to respond to an emergency situation that requires immediate street sweeping or catch basin cleaning services. These situations may include, but not be limited to, spill of non -hazardous waste and debris, debris from accidents involving automobiles, storms, floods, and others. The Contractor is required to respond to these 4 emergencyservice requests within two (2) hours of notification time. The total compensation of any emergency street sweeping services after work hours shall be based on the unit cost ($/hour) x the total actual work hours asset forth in Appendix D. The total compensation of any emergency catch basin cleaning services after work hours shall be as set forth in Appendix D. Failure to respond within the designated time will result in penalty as outlined in Section 6.4 (C) of this Agreement. (K) Catch Basin Cleaning Services. Contractor shall inspect, clear all debris, and perform any required minor maintenance to catch basins with connector pipe screens (CPS) an/or automatic retractable screens (ARS) and unmodified catch basins identified in Appendix B, or later added to the scope of work by the Director of Public Works or his or her designee, on a quarterly basis during the months of July, October, January, and April in accordance with this Agreement. Quarterly cleanings shall include but are not limited to: completely removing all trash and debris at the entrance to and within the catch basins, cleaning any catch basin sumps found to have blocked screened inlets or outlets, removing all trash and debris in the connector pipe for a distance of six feet from the opening, minor maintenance to any catch basin trash screen or trash collection device that is damaged, removing all vegetation growing across and/or blocking the catch basin opening, and stenciling or other means of documenting month and year of cleanings on each catch basin. Contractor shall report evidence of rodents and/or vectors breeding/living in the storm drain system to the City within twenty-four (24) hours of discovery. The Director of Public Works or his or her designee may request more frequent cleanings and/or shift the time of the cleaning depending on the results of the quarterly cleaning schedule. Compensation for all catch basin cleaning shall be at the unit prices provided for in Appendix D. All debris and trash required to be removed from the catch basins shall be removed in a manner to be determined by the Contractor. The Contractor shall not allow any trash, debris, or water/other materials to enter into the connector pipe or mainline storm drain as a result of the cleanout operations. All debris, trash, water, waste and other materials removed under this Agreement shall become the property of the Contractor and shall be legally disposed of by the Contractor pursuant to this Agreement. Compensation for such disposal shall be included in the unit price for cleaning of catch basins in Appendix D and no additional compensation will be allowed. Contractor shall provide to the City dump receipts/reports for each regular cleaning interval performed for the City. The type of fuel utilized by Contractor equipment/vehicles for the cleaning of catch basins shall be determined by the Contractor. Compensation for such fuel and other operating costs including but not limited to electricity shall be included in the unit price for cleaning of catch basins in Appendix D and no additional compensation will be allowed. 5 "Minor maintenance" for catch basin cleaning shall mean adjustments to the ARS unit to allow for proper operation and maintenance to the CPS screen that may result during the cleaning of the catch basin. Minor maintenance doesnotinclude the replacement of bent or damaged parts caused by vandalism or accident. If the work required to restore the ARS or CPS to proper operation exceeds minor maintenance,. the Contractor shall schedule a meeting with the City Utilities Division staff to confirm the extent of the damages. The Contractor shall not participate in the replacement of damaged ARS or CPS units when the work exceeds the definition of minor maintenance contained above. If, during cleanings, Contractor discovers damage to any catch basin other than damage to catch basin inserts, Contractor shall report such damage to City within twenty-four (24) hours. Contractor shall take photos as the City may require documenting the before and after conditions of all debris clearing and/or where minor maintenance is required, from the same vantage points. All photos shall be at least 4 megapixel (MP) in quality, in jpeg format, and submitted with the invoice to the City." The Contractor shall submit quarterly reports to the Director of Public Works or designated representative for the total volume and tonnage of the catch basin waste disposed of in the preceding quarter, by the 15th of the following months: August, November, February and May Section 3. Article IV, Section 4.3 ("Disposal"), subsection (A) of the Agreement shall be amended to read as follows: "(A) Disposal of Street SweepLng Sweepingand Catch Basin Cleaning Debris; The Contractor shall transport all sweeping waste(s) collected pursuant to this Agreement to DART, 9770 Washburn Road Downey, CA 90241. For catch basin waste only, the Contractor shall dispose of said waste in compliance with all applicable Federal, State or local laws. The City shall not provide any storage for the temporary holding of street sweeping or catch basin debris for the Contractor. The Contractor shall solely be responsible for the transportation of all waste(s)." Section 4. Article VI, Section 6.1 (" ProiectManager") of the Agreement shall be amended to read as follows: "The City and the Contractor have each designated in writing a person to transmitinstructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Project Manager"). The City's Project Manager shall be the Director of Public Works or designated representative. The Contractor's Project Manager shall be Nejteh Der Bedrossian. The Contractor shall not change this designation without prior approval of the City, excluding cases of termination of the employee. The Contractor's Project Manager shall meet with the City as necessary to effectuate the purposes of the Agreement. At a minimum the Contractor's Project Manager shall contact the Department of Public Works daily as to the schedule of work, citizen complaints, and adequacy of performance. The Contractor's Project Manager shall submit such reports as the City may require to Cy ensure compliance with scheduled work including but not limited to daily reports regarding citizen complaints and the volume and tonnage of debris collected by sweepers and catch basin cleaning equipment/vehicles." Section 5. Article VI, Section 6.3 ("Incidental Items") subsection (A) ("Water") of the Agreement shall be amended to read as follows: "(A) Water. The Contractor shall provide sufficient water for use in street sweeping operations to maintain a near dustless condition. Similarly, the Contractor shall provide sufficient water for use in catch basin cleaning operations. Water for these uses will be made available by the City at no cost to the Contractor from fire hydrants, the use of which has been approved by the Director of Public Works. The Contractor shall comply with all rules and regulations of the City of Downey, relating to the use of water and disposal of wastewater. Failure to comply may result in the City's refusal to furnish water to the Contractor for up to the duration of the Agreement." Section 6. Article VI, Section 6.4 ("Service Complaints") subsection (B) ("Required Response to Complaints") of the Agreement shall be amended to read as follows: "(B) Re uired Res onse to Com laints. The Contractor, within twenty-four (24) hours of its receipt of notice from the Director of Public Works of a failure to provide City street sweeping or catch basin cleaning service as required by the terms of this Agreement, shall complete such street sweeping and catch basin cleaning, provided such corrective actions do not interfere with the normal operations of the areas." Section 7. Article VI, Section 6.7 ("Reports"), subsections (A), (B) and (C) of the Agreement shall be amended to read as follows: "(A) Regular Service Report, Contractor will submit reports monthly of the regular street sweeping services from all required areas. Similarly, Contractor will submit quarterly reports of catch basin cleaning services from all required areas. The data will include the time, the date, the operator, and the identification of the equipment/vehicles used at each service location or general area and the volume and tonnage of street sweeping and catch basin cleaning debris collected and disposed of for each day service was provided. The reports shall be in a form approved by the City." "(B) Additional Service Report. The Contractor will submit reports monthly of the additional services requested by the City within the reporting month. The data will include the time, the date, the operator, and the identification of the equipment/vehicles used at each additional service location or general area and the volume and tonnage of street sweeping and catch basin cleaning debris collected and disposed of. The reports shall be in a form approved by the City." "(C) Emergency Service Report. The Contractor will submit reports monthly of the emergency services requested by the City within the reporting month. The data will include the time, the duration of work time, the date, the operator, and the identification of the equipment/vehicles used at each emergency service locationand 7 the volume and tonnage as well as a description of the street sweeping and catch basin cleaning debris collected and disposed of. The reports shall be in a form approved by the City." Section 8. Article VI, Section 6.9 ("Performance Bond") of the Agreement shall be amended to read as follows: "SECTION 6.9 PERFORMANCE BOND. The Contractor shall furnishto the City and maintain and file with the City Clerk a corporate surety bond, or other acceptable surety, approved as to form by the City Attorney (Appendix E), executed by the Contractor as principal and by a corporate surety in the sum of $100,000.00 ("Performance Bond"). Such bond shall permit the City to draw upon it in the event the Contractor fails to perform its obligations hereunder and fails to pay any liquidated damages required to be paid as a result of such non-performance. The surety bond shall serve to secure the performance of the Street Sweeping and catch basin cleaning Services, and the amount thereof shall in no way limit the damages which may be payable hereunder upon any breach hereof by the Contractor." Section 9. Article VI, Section 6.10 ("Subcontractors") of the Agreement shall be amended to read as follows: "SECTION 6.10 SUBCONTRACTORS. The Contractor shall not utilize any subcontractors for the performance of the street sweeping or catch basin cleaning Services except with the prior consent of the City, which may be withheld or delayed in its sole and absolute discretion. In the event subcontractors are utilized, the Contractor shall provide the City with direct access to a designated representative from the subcontractor. Such designation shall not to be changed without prior approval of the City, except in cases of termination of the employee. The parties acknowledge that the City's direct contact with any subcontractors in no way eliminates the Contractor's responsibility to fulfill its obligations under this Agreement." Section 10. Article VI 1, Section 7.1 ("Compensation") of the Agreement shall be amended to read as follows: "SECTION 7.1 COMPENSATION. The Contractor shall submit monthly invoices for street sweeping services and quarterly invoices for catch basin cleaning services provided in accordance with the approved cost sheet in Appendix D. The invoices shall include the monthly and quarterly prorated costs for regular street sweeping and catch basin cleaning services, respectively, and a detailed breakdown of extra services and their cost in accordance with the following schedule of costs: a) Regular street sweeping services b) Additional street sweeping services c) Emergency services during work hours d) Emergency services after hours e) Regular catch basin cleaning services f) Additional catch basin cleaning services 0 Section 11. Article VII, Section 7.2 ("Compensation"), subsection (A) ("Variable and Fixed Costs") of Amendment No. 1 shall be amended to read as follows: "(A) Variable and Fixed Costs, After two (2) years of satisfactory service to the City, the Contractor may submit to the Director of Public Works no earlier than the first day of the 2nd anniversary _(July 1, 2014) of the extended term of the Agreement, requests for adjustments in the compensation rates for variable and fixed street sweeping services costs in SectionA(1)(a) of Appendix D and the annual and additional catch basin cleaning services rate in Section B(1) and (2). The Contractor must submit a request in writing to be received by the City via certified mail no later than fifteen (15) days after the anniversary day for a rate adjustment to be effective sixty (60) days after the anniversary day based on the method of computation described in Section 7.2 (A)(1). Failure to submit a written request, including all supporting documents justifying the request, by the end of the fifteen (15) days after the anniversary date shall result in the Contractor waiving the right to request such increase for the following year. Said adjustments shall become effective sixty (60) days after the anniversary of the contract. Requests for cost increases shall be approved administratively by the City. Section 12. Article VII, Section 7.2 (" omoensation"), subsection (B) ("Fuel Costs") of Amendment No. 1 shall be amended to read as follows: "(B) Fuel Costs, In providing streetsweepingservices only, Consultant agrees to utilize compressed natural gas (CNG) fueled street sweeping vehicles. It is agreed upon by the parties that a portion of the monthly cost paid by City to Contractor for services rendered includes the cost of CNG fuel. It further agreed between the parties that Contractor shall be compensated for 1,590 gallons of CNG per month at a cost of $2.36 per gallon for a total monthly compensation of $3,752.40 for fuel costs. City's monthly compensation payment to Contractor under this Agreement shall include the payment of this monthly fuel cost. After two (2) years of satisfactory service to the City, the Contractor may submit to the Director of Public Works no earlier than the first day of the 2nd anniversary (July 1, 2014) of the extended term of the Agreement, requests for adjustments in the compensation rates for fuel costs for street sweeping services only. The Contractor must submit a request in writing to be received by the City via certified mail no later than fifteen (15) days after the anniversary day for a rate adjustment to be effective sixty (60) days after the anniversary day. Failure to submit a written request, including all supporting documents justifying the request, by the end of the fifteen (15) days after the anniversary date shall result in the Contractor waiving the right to request such increase for the following year. The City reserves the right to conduct at any time an audit of the Contractor's fuel costs to verify Contractor's request for cost increase or to inquire about a potential cost decrease. Upon successful completion of the audit, it is the City's sole decision to Pe approve or -deny Contractor's request for a fuel cost increase. If, after reviewing Contractor's costs of fuel, overhead, and markup attributable to service provided to the City, City determines that there should be a fuel cost decrease, City may request a decrease in the monthly compensation owed to Contractor for fuel costs. Requests for cost increases and potential cost decreases shall be approved administratively by the Director of Public Works. Said adjustments shall become effective sixty (60) days after the anniversary of the Agreement." Section 13. Article IX, Section 9.1 ("Term") of Amendment No. 1 shall be amended to read as follows: "SECTION 9.1 TERM. The term of this Agreement shall commence on the date hereof July 1, 2012 and shall end on June 30,- 2018. The City,- at its sole option, may renew the Agreement for a subsequent term of up to five (5) years, upon terms and conditions agreed to by the City Manager of City and Contractor. If the City chooses to renew the Agreement for the Subsequent Term, it shall provide the Contractor with a written notice of the renewal prior to the expiration of the Initial Term. However, there shall be no obligation on the part of either party to extend or renew this Agreement and no statement of cause isrequiredin either case." Section 14. Article X, Section 10.1 ("Indemnification") of the Agreement shall be amended to read as follows: "(A) The Contractor agrees that it will protect, indemnify and, hold harmless the City and its representatives, officers, employees and subcontractors (as applicable in the circumstances), (the 'City Indemnified Parties') from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attorneys fees (collectively, "Loss and Expenses"), and will defend the City Indemnified Parties in any suit, including appeals for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the Contractor or any of its officers, members, employees, agents, representatives or Subcontractors in connection with its obligations or rights under this Agreement, (2) the street sweeping and catch basin cleaning operations, (3) any Contractor Breach, (4) any claim for any finder's or brokerage fee or other commission resulting from any services alleged to have been rendered to or performed on behalf of the Contractor with respect to this Agreement or any of the, transactions contemplated hereby, (5) any action taken by the City pursuant to its rights under Sections 6.4 and 8.2 hereof upon a failure to conduct street sweeping and/or catch basin cleaning services, (6) the performance or non-performance of the Contractor's obligations under this Agreement and (7) Contractor's failure to comply with Applicable Law, including requirements relating to the Contractor's preparation and submissions of its bid for award of the Agreement. Without limitation, the indemnification provided for in this Section shall include any Loss -and -Expenses related 10 to or arising from CERCLA, or any similar or related, Applicable Law. A City Indemnified Party shall promptly notify the Contractor of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Contractor the opportunity to defend such claim, and shall not settle the claim without the approval of the Contractor. These indemnification provisions are for the protection of the City Indemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement. (B) The Contractor agrees that it will protect, indemnify and, hold harmless the County of Los Angeles and its representatives, officers, employeesand subcontractors (as applicable in the circumstances), (the 'County Indemnified_ Parties') from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs,, expenses, suits or actions and reasonable attorneys fees (collectively, "Loss and Expenses"), and will defend the County Indemnified Parties in any suit, including appeals for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the Contractor or any of its officers, members, employees, agents, representatives or Subcontractors in connection with its obligations or rights under this Agreement, (2) the catch basin cleaning operations; and (3) Contractor's failure to comply with Applicable. Law,_ including requirements relating to the catch basin cleaning operations. Without limitation, the indemnification provided for in this Section shall include any Loss -and - Expenses related to or arising from CERCLA, or any similar or related, Applicable Law. A County Indemnified Party shall promptly notify the Contractor of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Contractor the opportunity to defend such claim, and shall not settle the claim without the approval of the Contractor. The provisions of this subsection shall survive termination of this Agreement." Section 15. APPENDIX B of the Agreement shall be replaced with APPENDIX B attached hereto and incorporated by reference_ herein. Section 16. APPENDIX D of Amendment No. 1 shall be replaced with APPENDIX D attached hereto and incorporated by reference herein. Section 17. The rights and obligations of the Parties under this Agreement and Amendment No. 1 shall not otherwise be amended, altered or revised, except as expressly provided for herein and all other terms of the Agreement shall remain in full force and effect. Section 18. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original, but all of which together, shall constitute one and the same instrument. TO EFFECTUATE THIS AMENDMENT NO. 2, the Parties have caused their duly authorized representatives to execute this Amendment No. 2 on the date set forth above. [Signatures on Following Page] 11 "CONTRACTOR" Title: Vice President "CITY" CITY OF DOWNEY A Municipal Corporation and Charter City �ROG C. BROSSMER, Mayor ADRIA M. JIMENIMZ, CIVIC, City Clerk W-tTTE M. ABICH GAR IA, City Attorney 12 APPENDIX B ffc,_Am, A • • The frequency of sweeping shall be at least` Sweeping Areas Frequency Schedule/Note A.1 Residential One 1 Time ver week Schedule as Posted A.2 Ma Intersection One 1 Time er week tial Same Da as Residential A:3 Commercial Two 2 Times per week See Details below A.4 Downtown Two (2) Times per week Monday and Thursday; 4 a.m. — 7 a.m. _ BAlle s Two (2) Times per month Same Dav as Residential C Parking Lots (Park Facilities) One (1) Time per week Same Day as Residential; 7 a.m. — 9 a.m. D Medians (Raised and Painted One (1) Time per week Thursday and Left Turn Pockets E Parking Lots (Downtown Area) One (1) Time per week Monday; 4 a.m. —_7 a.m. F Parking Structure (Downtown) One (1) Time per week Midnight Saturday - 4 a.m. Sunda G Public Works Yards 2 One 1 Time per week Friday; 4 a.m. - 6 a.m. H I Holiday Lane Parade One 1 Time per year N/A The City furnishes the following assumptions as an aid in determining overall street sweeping requirements. These figures are approximate and are not intended as exact sweeping requirements. Final sweeping requirements are to be determined by the Director of Public Works or designated representative: A. Residential, major intersections and commercial streets (approximately 504 curb miles) 1. Residential Areas All other City streets. See Map "Street Sweeping Schedule 2. Major Intersections a. Florence Ave. at: Old River School Rd., Paramount Blvd., Downey Ave. Brookshire Ave. , Lakewood Blvd., Woodruff Ave., Studebaker Rd. b. Firestone Blvd. at: Old River School Rd., Paramount Blvd., Downey Ave Brookshire Ave., Lakewood Blvd., Woodruff Ave. North, Woodruff Ave. South, StewartandGray Rd. c. Stewart & Gray Rd. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd ., Bellflower Blvd., Woodruff Ave. d. Imperial Hwy. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd., Clark Ave., Bellflower Blvd., Woodruff Ave. e. Lakewood Blvd. at: Bellflower Blvd., Clark Ave. 3. Commercial Areas STREET LIMITS SIDE TIME Albia St. Paramount BI. to Alley westerly BOTH 6=7a Fifth St. Paramount BI. to Alley westerly BOTH 6-7a Fourth Pl. Paramount Bl. to Alley westerly BOTH 6-7a Melva St. Paramount Bl. to Alley westerly BOTH 6-7a Paramount Bl. Lubec St. to Florence Ave. BOTH 6-7a Paramount Bi. Florence Ave. to Irwingrove Dr. BOTH 6-7a Paramount Bl. 7th St. to Quill St. BOTH 6-7a Paramount Bl. Puritan St. to South City Limits BOTH 6-7a Second St. Paramount Bl. to Alley westerly BOTH 6-7a Seventh St. Paramount Bl. to Alley westerly BOTH 6-7a Sixth St. Paramount B1. to Alley westerly BOTH 6-7a Third St. Paramount Bl. to Alley westerly BOTH 6-7a Florence Ave. Brookshire Ave. to Lakewood BI. NORTH 6-7a Florence Ave. Brookshire Ave. to Lakewood Bl. SOUTH 6-7a Studebaker Rd. Florence Ave. to Benfield Ave. EAST 6-7a Firestone East City Limit to West City Limit BOTH 6-7a Lakewood North City Limit to Gardendale BOTH 6-7a Cleta St. Patton Rd. to Lakewood BI BOTH 6-7a Downey Ave. Fourth St. toSixthSt. BOTH 6-7a La Villa St. Downey Ave. _to Alley easterly BOTH 6-7a Old River Sch.Rd; Florence Ave. to Rio Hondo Pi BOTH 6-7a Downey -Norwalk E/0 Regentview Ave. BOTH 1-4a Pangborn Ave. Washburn Rd. to Seaaca St.- BOTH 1-4a Regentview Ave. Washburn Rd. to R.R. Tracks BOTH 1-4a SeaacaSt. E/0 Panbom Ave. BOTH 1-4a Washburn Rd. Woodruff Ave. to Regentview Ave. BOTH 1-4a Washburn Rd. Comuta Ave. to Woodruff Ave. BOTH 6=7a Woodruff Ave. Firestone BI, to Everest Ave. BOTH 6-7a Woodruff Ave. Belcher St. to South City Limits BOTH 6-7a NOTE`. Commercial areas need to be swept two times per week, three days apart. Example: Monday and Thursday in accordance with the time schedule outlined in this Agreement. 4. Downtown Area (9 curb miles) a. Paramount Blvd. (both side) railroad tracks south of Firestone Blvd. to 7th St. b. Myrtle St. -railroad tracks south of Firestone Blvd. to 3rd St. c. La Reina Ave. - Nance St. to 4th St. d. Downey Ave. - railroad tracks south of Firestone Blvd. to 5th St. e. Civic Center Dr. - 3rd St. to Brookshire Ave. f. Brookshire Ave. railroad tracks south of Firestone Blvd. to 5th St. g. 3rd St. - Paramount Blvd. to Civic Center Dr. h. 2nd St. - Paramount Blvd. to Bolan St. i. Firestone Blvd. - Paramount Blvd. to Brookshire Ave. j. New St. - 2nd St. to 4th St. k. Dolan Ave. - railroad tracks to Firestone' Blvd. 1. Nance St. - Myrtle St. to Downey Ave. m. Paramount Blvd., west side, from 5th St. to the railroad tracks south of Firestone Blvd. n. 4th St. (both sides), Downey Ave. to La Reyna Ave. B. 16 miles of City alleys. C. Parking Lots (Park Facilities) 1. Dennis the Menace Park- 9125 Arrington Ave. 2. Wilderness Park (21 ots)- 10999 Little Lake Rd. 3. Rio San Gabriel Park (21 ots)- 9612 Ardine St. 4. Furman Park- 10419 Rives Ave. 5. Crawford Park -7000 Dinwiddie St. 6. Independence Park (2 lots)- 12334 Bellflower Blvd:; 7. Apollo Park (2 lots)- 12540 Rives Ave. 8. Golden Park - 8840 Golden St. 9. Treasure Island Park- 9300 Bluff Rd. D. Medians (Raised and Painted) and Left Turn Pockets (approximately 16 miles) E. Parking Lots (Downtown Area) 1 8100 block of Firestone Blvd. (adjacent to U.S. Post Office) between Firestone Blvd. & 2nd Street. 2. 8100 block of 3rd St. W/0 La Reina Ave. 3. South side of 2nd St., east of Downey Ave. 4. East of Downey Ave., between 2nd St., & 3rd St. 5. City Hall lot, east of Civic Center Dr. and north of 3rd St. 6. City Hall lot, west of Brookshire Ave. and north of Civic Center Dr. 7. Northerly half of lot south of Civic Center Drive and west of Library. 8. Downey Depot Transportation Center F. Parking Structure (Downtown) at 2nd St. between New and La Reina G. 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JC 2 N N N N N N N N N N N N N N N N N Ngggggg N � UA Z z z z z Z Z: 2 2 Z Z Z Z Z Z z Z z z " 0 O U O U 0 U 0 U O U U U o U O 0 U O U O U' O Uj O U 0 U O U U U O U O� O U U U U z Cc q w U® w •- rn r m •- m •- m •- m •- m ,- m •- m r m m m w f w •- m •- m m m m CSir C I�i F a U a U d U a U 0. U 4 d app a: a m d a a a n, � 4q J Z 4 :1 otl fo : ®tl In fn to CL U co; d U ap En UD U ®tl : w U od fn OF .6 fn U -a Bo U cD I U M U) U e9 N U m9 to U oD m U ad (o U U on UJ Vi 4 U 4 4< Q 4 Q Q Q <1 4 Q ¢ Q i i A. STREET SWEEPING SERVICES. 1. Annual Street Sweeping Services a. Fixed and Variable Costs b. Fuel Costs (1,590 gallons @ $2.36/gal) Total Costs 2. Additional Services 3. Emergency Service During Working Hours 4. Emergency Service After Hours B. CATCH BASIN CLEANING SERVICES. 1. Annual Catch Basin "Cleaning Services Quarterly Cleaning (402 catch basins quarterly@ rate of $20.90/catch basin) 2. Additional Catch Basin Cleaning Services $302,643.00 $45,028.80 $347,671.80 $13.28/Curb Mile $60.00/Per Hour $75.00/Per Hour $33,607.20 $20.90/Catch Basin 3. Emergency Service During/After Working Hours $75.00/Per Hour NOTE: Adjustments to sections A(1)(a) and B(1) and (2) above are permitted pursuant to Article VII, Section 7.2 of this Agreement. Mr. Daniel Mueller Senior Civil Engineer City of Downey 11111 Brookshire Ave. Downey, Ca, 90241 RE: Catch Basin Cleaning Dear Mr. Mueller: Per our negotiations, Nationwide Environmental Services (NES) has agreed to revise its proposal dated October • 2011. NES pro 9 os. -s to provide higuh • catch •. cleaning mzz�� •' Power sweep the inlet to the catch basins; • Remove and replace the man -hole covers; • High power vacuum the debris out of the entire catch basin; • Steam clean all catch basins as needed; • Perforin a complete inspection of all catch basins and retrofit screens; • Properly dispose of all collected debris at no additional cost to the City. The proposed fee for the above mentioned services is based on the list of locations provided by the City (see attached list of each catch basin). The cost of services will be $20.90 per catch basin each quarter. If you have any questions, please feel free to contact Nejteh Der Bedrossian at (562) 254- 0205 or me. Thank you for your consideration. 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U N: N N w N N N N N N N: N N U7 U C)j N_ Kr K S K S K tr K C_ a: ofa ' � a ¢ 1 1 AMENDMENT • THE STREET SWEEPING SERVICES AGREEMEN W%"*-ffi0J • r • r;0' i THIS AMENDMENT No. 3 ("Amendment") is entered into this24thday of January 2017, by and between the City of Downey, a California municipal corporation and charter city ("City") with its _principal place of business at 11111 Brookshire Avenue, Downey, CA 90241 and Nationwide Environmental Services, a Division of Joe's Sweeping, Inc., a California Corporation ("Contractor") with its principal place of business at 11914 Front Street, Norwalk, CA 90650. City and Contractor are sometimes individually referred to as the "Party" and collectively as the "Parties". WHEREAS, the City is obligated to sweep public streets and parking lots to comply with requirements of the California Regional Water Quality Control Board, Los Angeles Region Order No. R4 -2012-0175-A01 National Pollution Elimination System Permit No. CAS004001, Waste Discharge Requirements for Municipal Storm Water and Urban Runoff Discharges within the County of Los Angeles and the incorporated cities contained therein, except the City of Long Beach; WHEREAS, City and Contractor entered into 'a Street Sweeping Services Agreement ("Agreement") on July 1, 2003 for street sweeping services as more specifically described in the Agreement; WHEREAS, the Parties amended the Agreement ("Amendment No. 1) on July 1, 2008 and further amended the Agreement ("Amendment No. 2") on June 27, 2012; WHEREAS, the parties desire to make certain amendments to the Agreement as set forth herein; and WHEREAS, the Parties intend to be bound by the terms and provisions of the Agreement, Amendment No. 1 and Amendment No. 2 as amended herein. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, the Parties agree as follows: Emm 1. City4nd Contractor hereby amend Section 3.11(A) and (B) of the Agreement •.readas• •. "(A) Consent of City Reguired. This Agreement shall not be transferred, sold, pledged, hypothecated, leased or assigned, nor shall any of the rights or privileges herein be transferred, sold, pledged, hypothecated, leased or assigned, either in whole or in part, nor shall pass to or vest in any person, except the Contractor, either by action or inaction of the Contractor or by operation _ of law, without the _ prior written , consent of the _ City, which consent shall not be unreasonably withheld or delayed in its sole discretion. Any attempt by Contractor to effectuate any of the foregoing without the consent of the City shall be null and void. (B) Imposition of Conditions. The City may impose nonmonetary conditions and restrictions on any approval it may elect to give of any transaction described in subsection 3.1(A) and 3.2 hereof including but not limited to requiring the acceptance of amendments of this Agreement." II. City and Contractor hereby amend Section 3.2 of the Agreement to read as follows: (A) Current 0 Lrynership and Control. The Contractor represents that the voting stock of the Contractor is owned by Samuelian Family Living Trust, (B) Maintenance of,i Cor orate Existence. The Contractor covenants that during the Term of this Agreement and any extension of the Term as may be amended in writing signed by the Parties that Contractor will maintain its corporate existence in good standing, will not dissolve or otherwise dispose of all or substantially; all of its assets, and will not take any other action which would materially impair the ability of the Contractor to perform the Agreement Service. (C) Consolidation er er Sale Transfer and Chan e in Control. The Contractor shall not, without the prior written; consent of the City which_ consent shall not be unreasonably withheld or delayed in its sole discretion, consolidate with or merge with another entity or permit one or more other entities to consolidate with or merge into it. (D) Transfer of noting -St ck. The City's prior written consent,which consent shall" not be unreasonably withheld or delayed in its sole discretion, shall be required for the sale or transfer by any means, whether by agreement or by operation of law (including transfers "resulting from death, bankruptcy or divorce) of any of the voting stock of Contractor,_ except as provided for in Section 3.4." Ill.: City and Contractor hereby amend Section 3.3 of the Agreement to read as follows: "SECTION 3.3 PAYMENT OF CERTAIN °COSTS BY CONT CTOR. If the Contractor requests the consent of the City for any transaction described in Section 3.1 ;or Section 3.2 hereof, the Contractor shall reimburse the City for all costs and expenses incurred by the City in reviewing, examining and analyzing the request, including all direct and "indirect administrative expenses of the City and consultants and attorneys' fees and. expenses. Bills shall be supported with evidence of the expenses or cost incurred_ The Contractor shall pay such bills within thirty (30) days of receipt." IV. City and Contractor hereby add Section 3.4 of the Agreement to read as follows: "SECTION 3.4 TRANSFER OF VOTINO STOCK AMONGST FAMILY MEMBERS. Transfer of the voting stock of Contractor to and among family members of the second degree of consanguinity of Joe and Never Samuelian or any of the beneficiaries of the Samuelian Family Living Trust shall require written notice to the City of such, transfer within 30 days after the transfer is completed,: but shall not require prior City approval- pursuant to: the provisions of Sections 3.1 and 3.2." 2 V. City and Contractorhereby amend Section 4.1 subsections (B) and (C) of the Agreement and Amendment No. 2 to read as follows: (B) Sweeping Schedule. The route and time of day sweeping ("sweeping schedule") and location and time, of catch basin cleaning shall be established by the Director of Public Works or designated representative. Appendix B presents the established sweeping schedule and catch basin cleaning schedules of various locations. The sweeping schedule and catch basin schedules may modified by the Director of Public Works or designated representative only after five (5) working days' notice to the Contractor, and only ,after the Contractor has agreed to the modifications as being reasonable and in conformity with proper street sweeping procedure. The sweeping schedule and catch basin schedule shall not be promulgated nor modified by the Director of Public Works or designated representative without consulting with the Contractor and only after the Contractor has agreed to the . modifications as being reasonable and in conformity with proper street, sweeping procedure . The sweeping schedule and _ catch basin schedule shall - give due regard primarily to the peace and convenience of persons residing or working in Downey. (C) Holidays and Inclement Weather. No sweeping shall be performed on the following -City -recognized holidays: New Year's Day, Martin. Luther King Day, President's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and the Day after, and Christmas Day. ,Nor shall sweeping be performed when, in the sole opinion and discretion of the Director of Public ,Works or designated representative,, inclement weather prevents effective street sweeping. Areas that are not swept on holidays or due to inclement weather need not be swept until the next regularly scheduled sweeping day for the upswept areas. The Contractor shall perform all reasonable extra street sweeping services' during regular hours caused by the inclement weather without additional charge to the City. n VI. City and Contractor hereby amend Section 4.1 last paragraph of subsection (K) of Amendment No. 2 of the Agreement to read as follows: "(K) .—Contractor shall submit quarterly reports' upon request of the Director of Public Works or designated representative for the total volume and .tonnage 'of the catch basin waste disposed; of in the preceding quarter." VII: City and Contractor hereby amend Section 4.3 subsection (C) of the Agreement to read as follows: "(C) Disoosal records. The Contractor shall keep and manage` such; logs, records, manifest;. bills of lading or other documents as necessary or appropriate to confirm compliance by the Contractorwith this. Agreement and shall retain all weight slips or other call information provided to the Contractor's drivers by the owner or ,operator of the site utilized by the Contractor for the disposal or processing of sweeping waste. Such records' shall; be provided to the City on a monthly basis:" Vill. City and Contractor hereby amend Section 5.1 subsections (C) and (E) of the Agreement to read as follows: 3 T (C) Vehicle S ecifications• Maintenance and Appearance. All vehicles used by Contractor in providing the street sweeping services shall be registered with the Department of Motor Vehicles of the State of California, shall be approved by the City, shall be kept clean and in top mechanical condition, and shall , be uniformly painted. Vehicles used to collect or transport sweepingwaste shall be kept covered at all times, except when such material is actually being loaded or unloaded or when the vehicles are moving along a cleaning route in the course of sweeping. _Any cover or screen shall be so constructed and used that waste shall not blow, fall or leak out of the vehicles onto the street. Street sweeping vehicles shall be washed at least once every seven (7) days and cleaned and painted as required to maintain a like -new appearance. No advertisement or other display shall be carried on any collection vehicle without the written approval of the City. Contractor has previously purchased at least two (2) model year 2007 street sweeping vehicles powered by Compressed' Natural Gas ("CNG") which Contractor'mustuse to provide the street sweeping services. Backup street sweeping vehicles used in the performance of this Agreement must be CNG powered vacuum street sweepers manufactured on or after model year 2002. ;In addition to being powered by CNG, all vehicles will comply with the low emission requirements of the South Coast Air Quality Management' `District (SCAQMD), especially Rules 1186 and 1186.1 and shall beapproved make/model by SCAQMD. The City reserves .the right to inspect the .Contractor's vehicles at any time to ascertain said condition. The City shall have the right to .cease Contractor's operations immediately upon inspection of any vehicle/sweeper deemed unsafe or unsatisfactory during the performance of this Agreement. The equipment used by the Contractor in performance of this Agreement shall be properly maintained, both .in condition and appearance, and have sweeping capability so as to ensure a high level of streetsweeping services. The Contractor shall have the ability in-house to perform all necessary repairs on such equipment. (E) Invent orr of Qeatinq Assets. The Contractor shall furnish the City with an inventory of Operating Assets used by the Contractor to provide Street Sweeping Services under this Agreement, and shall update the inventory upon request of the City. Such inventory shall indicate the type, capacity, license number, vehicle identification number (VIN), proof of insurance for each vehicle and location of each piece of equipment, and the date of acquisition and disposition that will be involved in each element of the services` provided by the Contractor to the City. The Contractor shall report to the City within five (5) business days of any event that brings any changes resulting in significant increases or decreases in fuel economy emissions." IX City and Contractor hereby aniend Section 6.1 of Amendment No. 2 to reall as follows: "SECTION 6.1 PROJECT MANAGER. = The City and the Contractor have each designated in writing a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Project Manager"). The City's Project Manager is the Director of Public` Works or designated. -representative. The Contractor's Project Manager shall be Nejteh Der Bedrossian and/or Ani Samuelian. The Contractor shall not change this designation without prior approval of the City, excluding cases ofterminationof the -employee. The Contractor's Project Manager shall meet` with the City as necessary to effectuate the purposes of this Agreement. The Contractor's Project Manager shall meet with the Director of Public Works or designated representative to review the schedule 'of -work, citizen complaints, and adequacy of performance upon the City's request. The 4 Contractor's Project Manager shall submit such reports as the City may require to ensure compliance with scheduled work, including but not limited to daily reports regarding citizen complaints and the volume and tonnage of debris collected by sweepers." X. City and Contractorhereby amend Section 6.2 Subsections (B) and (C) of the Agreement to read' as follows: p' (B) Avall'ablilty of Representatives. A representative of the Contractor shall be available at the Contractor's office during office hours for communication with the Director of Public Works or designated representative or members of the public. The Contractor's representative must: have the capability of responding in English and Spanish to communicate' with the Director of Public Works or designated representative and members of the public. The Contractor's office shall be accessible by a toll-free-telephone number for customer_service listed on any City directory as requested by the City. The Contractor's, toll-free telephone number shall be prominently displayed on -Contractor's street sweeping equipment. Said toll- free telephone number shall also be posted on the Contractor's website and the City's website. (C), EmeEgencv Telephone 'plumber. The Contractor shall maintain- an emergency telephone number for use during' other than normal business hours. The Contractor shall have a representative or an answering service to contact such representative, available at the emergency, telephone number during allhoursother than normal office hours. The Contractor's emergency: telephone number shall be prominently displayed on Contractor's street sweeping equipment. Said emergency telephone number shall also be posted on the Contractor's website and the City's website." X1. _ City ;and Contractor hereby amend Section 6.4 Subsection (A) of the Agreement to read as follows: "(A) Cornblaints to Contractor. The Contractor shall maintain during 'office hours a complaint service and during off -work hours; a telephone`` answering system capable of accepting telephone complaints in both English and Spanish. The Contractor shall record all complaints, including;, date, time, complainant's; name and address (if the complainant is willing to;give this information), and the nature and date and manner of resolution of the complaint. Any such calls received ;via the Contractor's answering service shall be recorded within 24 hours. This log shall be available for inspection, be accessible by the City and be in a format approved by the City, Copies of all complaints shall be given to the City upon request. The City shall notify Contractor of any complaints received by the City, and at the City's request, the Contractor shall contact the complainant by telephone immediately after notification to address any street sweeping complaint. All customer support services, including Contractor's telephone answering system, shall be available in English and Spanish to communicate with callers. Complaints and requests received by the City will be forwarded to the Contractor as 'soon as possible. The Contractor shall respond to these complaints in the same manner as they are for direct calls to the Contractor's office. XII. City and Contractor hereby amend Section 6.7 Subsections (A), (B), (C), (D) and (E) of the Agreement and Amendment No. 2 to read as follows: "SECTION 6.7 REPORTS. The Contractor shall be required to supply, keep, and make available upon request all information and data needed to comply with the City's reporting requirements. The Contractor shallbe required to obtain all necessary computer software and hardware, supplies, personnel and training at contractor's expense tocomplywith the City's reporting requirements. All reports are `due by the fifteenth of the month following the reporting month, unless otherwise'` specified. Reports, along with the monthly invoices, shall be submitted to: City of Downey, 11111 Brookshire Avenue, P.O Box 7016, Downey, CA 90241 The City reserves the right to request additional information not specified herein on an as needed basis, to review records at Contractor's facility on demand and to conduct audits of reports identified in this Agreement, unless otherwise specified. (A) Re alar Service Retorts Contractor will submit a report on a monthly basis of the regular street sweeping services from all required areas. Thedatawill be in the format approved by the City, and include the items contained in Contractor's Monthly Report attached hereto as Appendix F; (B) Additional Service Report. Contractor will submit a report on a monthly basis of the additional services requested by the City within the reporting month. The data will be in the format approved by .the City, and include the items contained in Contractor's Monthly Report attached here as Appendix F. (C)mer envy Services Report, Contractor will submit a report on a monthly basis of the emergency services requested by the City within the reporting month. The data will be in the format approved by the City, and include the items contained in Contractor's Monthly Report attached here as Appendix F. (D) Corn faint Re ort..Contractor will submit a summary on the monthly report of the service, complaints. The City may request additional details concerning any complaint reported. The data will be in the format approved by the 'City, and include the items contained in Contractor's Monthly`' Report attached here as Appendix F. (E) Audits. The Contractor shall allow the City to conduct an independent `audit `of financial operations conducted annually for the preceding 12 -month period. The City shall select the independent firm which will conduct the audit at the City's expense. Audits will include but, not be limited to labor, ,materials, fuel disposal, insurance` and other_ operational practices and costs. If the annual audit indicates any inaccuracies or inconsistencies with the Contractor's operations or services, the City reserves the right to conduct another audit of the Contractor's operations. This second audit will be paid for by the Contractor. The independent firm conducting the second audit will be: selected by the Contractor." XIII. City and Contractor hereby amend Section 6.9 of the Agreement and Amendment No. 2 and Section 6.10 shall be renumbered to Section 6.9. XIV. City and Contractor hereby amend- Section 8.2 '(A) of the Agreement as follows: "'SECTION 8.2. RIGHT OF THE CITY TO PERFORM SERVICES IN CERTAIN CIRCUMSTANCES. Should the Contractor for any reason whatsoever, fail, refuse or be unable to conduct street sweeping services which is obligated to perform in thetimeand manner and 6 as herein in this Agreement provided, for aperiod of more than forty-eight (48) hours, or if any lesser time period that the City should find that such deficiencies endangers or menaces the public-health, safety or welfare, then in any of those events, City shall have the right, upon notice totheContractor that this Agreement is suspended, to enter into a contract with another contractor to provide street, sweeping services during the period of such failure, refusal or inability to perform the street sweeping services or during the period of emergency." XV. City and Contractor hereby amend Section 8.3 Subsections (A)(1) through (A)(7) of = the Agreement and by deleting Subsection (A)(6) and renumbering the remaining` provisions to read as follows: (A) Event of Default. Each of the following shall constitute an Event of Default on the part of the Contractor: (1) Certain Events of Non-ComjgEg gL Any transaction that does not comply with the requirements, of Section 3.2 or Section 3.3 hereof, after notice and opportunity to cure' within 30 days of receiving notice from City. (2) Miss ,Cleaning. The failure of the ` Contractor, except as may be excused by Uncontrollable Circumstance, to perform at least 99.95% of the ,gross number of sweepings of designated areas from City streets, parking lots, etc. in any calendar month, and >after notice and an opportunity to cure, as set forth in subsection (3) herein. (3) Other Failure to Perform, Except for subsection (1) above, failure' or refusal of the Contractor to perform any term, covenant, obligation or condition contained in this Agreement, including a failure or refusal described in subsection (2) above, except that no such failure or refusal shall give the City the right to terminate this Agreement: under this Section unless:: (a) The City has given prior written notice to the Contractor, stating that a specific failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the Contractor, and which will, in the City's opinion (after approval by the City Council) give the City a right to terminate this Agreement for cause under this. Section, unless such default is corrected within fifteen (15) days of mailing of the written notice; and (b) The Contractor has neither challenged in an appropriate forum the City's conclusion' (after approval by the City Council of. the City's conclusion) that such failure or refusal to; perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such default within such thirty (30) day period from mailing of the notice given pursuant to subparagraph (a) above. However, if the Contractor shall have diligently taken steps to correct and successfully corrected such default within -a reasonable period of time, the same shall not constitute an Event ofDefaultfor as long as the: Contractor is continuing to take steps to correct suchdefaultandcompletes suchactionwithin fifteen (15) working days of the expiration of the thirty (30) day notice period. (c) The City Council 'approves the conclusions and contemplated actions of the City taken with respect to this Section 8.3 by affirmative vote after a hearing by the City Council on the issues in dispute and the Council approves by affirmative vote any 7' decision by the City to terminate this Agreement. (4) Volunta Banru to The written admissionby the Contractor that it is bankrupt, or the filing by the Contractor of a, -voluntary petition under the Federal Bankruptcy code, or the consent by the Contractor to the appointment by a court of a receiver or trustee for all or a substantial portion, of its property or business, or the making by the Contractor of any arrangement with or for the benefit of its creditors involving an assignment to a trustee, receiver or similar fiduciary, regardless of how designated of all or a substantial portion of Contractor's property or business. (5) Inyoluntary Bank r ptcv. The final adjudication of the ' Contractor as bankruptafter the filing of an involuntary petition 'under the Bankruptcy Act, but no such adjudication shall be regarded as final, unless and until _the ;same is no longer being contested by the Contractor or until the order of theadjudication shall be, regarded as final, unless and until; the same is no longer being contested by the Contractor' nor until the order of adjudication is no longer appealable. (6) Termination of Li uidated Dama es Pa able to Cit , If this Agreement is terminated by the City for cause, as a result' of an Event of Default by the Contractor hereunder, the Contractor immediately upon, receipt of the City's termination notice shall pay to the City as liquidated damages: (1) all amounts payable to the City by the Contractor as, liquidated damages, up to such date of termination;, and (2) an amount equal to the sum of all: increased Payments, damages, penalties incurred by or on behalf other City under Applicable Law. XVI. City and Contractor hereby amend Section 8.8 to read as follows: "SECTION 8.8 ADMINISTRATIVE TIVE R IE OF DISI_ ITES. Either Party hereto may give the other party written notice of any dispute ° with respect to this Agreement. Such notice shall specify a date and location for a meeting of the Parties hereto at which such Parties shall attempt to resolve such dispute. The Director of Public Works or his designee shall keep a record of the proceedings conducted and information presented during such meeting. In the "event that such disputes cannot be resolved by the Parties hereto within thirty (30) days, the matter may be referred by either Party, to Legal Proceedings. In the event either party has referred thedispute to any such Legal Proceeding, the City may not act to terminate: the Agreement for cause, except at the conclusion, of the meeting of the Parties held pursuant to this Section, and only after the City Council has approved the actions and recommendations of the City with respect to the dispute and the recommendation to terminate the Agreement." herebyXVII. City and Contractor i to read as followsm "SECTION 10.10 NOTICES. Any notices, reports or other communications required or permitted hereunder to be given to the City,shall be in writing and shall be sufficiently given only if delivered in person to the -City. Clerk, City of Downey, 11111- Brookshire Avenue, Downey California 90241 with a copy also delivered in person to: Director of Public Works, City of Downey, 11111 Brookshire Avenue, Downey, CA 90241 Any notices or communications required or permitted hereunder to be given to the Contractor shall be in writing and shall be sufficiently given if delivered in person to the 8 Contractor at: Ms. Ani Samuelian, Vice President; Joe's Sweeping, Inc., dba Nationwide Environmental Services, 11914 Front Street, Norwalk, CA 90650. Changes" o the "respective '"addresses to which such notices may directed may be from time to time by any Party by written notice to the other Party." XVIII. City and Contractor hereby amend Amendment No. 2 by adding to Appendix B set forth in Amendment' No. 2 which is attached hereto as Attachment 1 and incorporated; by reference herein. XIX: City and Contractor hereby amend Amendment No., 2 by adding to Appendix D set forth in Amendment No. 2 which is attached hereto as Attachment 2 and incorporated by reference herein. XX. City and Contractorhereby amend the Agreement by adding Appendix F which is attached hereto as Attachment,3 and incorporated by reference herein. Section 2. The rights, obligations and fees of the Parties under the Agreement and any previous amendments to the Agreement shall not otherwise be amended, altered or revised except as expressly provided "for `herein and all other terms of the, Agreement, Amendment No. 1 and Amendment No. 2 shall remain:in full force and effect. 'City and Contractor agree that if any of the provisions of this Third Amendment conflict with the Agreement, Amendment No. 1 and Amendment No. 2, then the provisions of the Third Amendment shall prevail. Section 3. This Amendment may be executed in counterparts, each of which shall be deemed an original,e but all of which, together, shall constitute one and the same instrument. 10 ATTACHIVIENT I Sched6le of Paftrmance Appendix B is amended as follows* 111p; qppp iq�iq�pioiii�q ar ing ruc ur(Downtwn) a ; 1:2 nd St,� beed e tween Nw Street an•La Rina Section IF R ki•St t e o Avenue, add the following: NOTE: THE, CITY PARKING.STRUCTURE NEED -TO BE SWEPT THREE (3) TIMES PER WEEK (SATURDAY, SUNDAY AND MONDAY) ATTACHMENT 2 City of Downey • • r ••- • 'i - •-r • • Ali • ;' � � •• •nal St�* Sweeping of Downey Avenue 4:1 per - NOTE:MBE SWEPT SEVEN (7) TIMES PER WEEK, MONDAY THROUGH SUNDAY I 2. Sweeping of City Parking Lot $ 2,700 per year Located at Southeast Corner of 2"d St. and La Reina Ave NOTE: NEED "TO"BE SWEPT ONE (1) TIME PER WEEK, MONDAY 3. Sweeping of City Parking Lot. $ 1,140 per year Located East of Downey Ave,, Forth of 2"d St NOTE: NEED TO BE SWEPT ONE (1) TIME PER WEEK, MONDAY 4. Pressure washing'. $26,940 per year A Decorative Pavers (1031' X 10')_ Located on Sidewalks along Firestone Blvd (Tuesday morning)` B. Walls, Trash Cans, Benches and Hardscape of 11 Locations' Located on Sidewalks along Firestone Blvd ( once per week) 5. Pressure washing of City Parkin Structure's Stairwells $ 9;000 per year (Two (2] Times per Month- 2" and 4 � Saturday) Replace Liners of Trash Receptacles (Two (2] Times per Week, Saturday and Sunday) Clean the Interior of the Elevator (Three (3] Times per Week, Saturday, Sunday and Monday) ATTACHMENT 3 �The Mon'thly Report" detailing information as provided below shall be submitted to the City no later than 15th • ofthefollowing "• Regular ServicesCompleted (Per Appendix B), Yes No Additional Services: Curb UOTTOM Complaints •: "•: 13 Hours Hours , lh-'CENTEF,� '1 RROCIt P" I - 0 Ms. Ani Samue an, ice res•en Joe's Sweeping, Inc. dba 11914 Front Street Norwalk, CA 90650 RE: Extension of Street Sweepin Dear Ms. Samuelian: i 00 101111orm uro,141 N - a'GONwe 2611101m, oil 11prxa-w "ruw'Aln-1; - - to so that the City may review its street sweeping and catch basin program. The City of Downey will compensate your company for such services under the same terms and conditions as the existing Agreement. If you agree to this month-to-month extension, please execute this letter below and mail the original to: City of Downey ATTN: John Oskoui Sincerely, CITY OF DOWNEY John Oskoui Assistant City Manager to I Date.r title: Vico j&prq Future Unlimited LIFRARY i I B-,0(1 H I r EAV - )0�,VNF,, CAt FOMNlf, -7 16 56�) 904 7-D,f, POLiCE DEPARTMENT PAFK,`1 & REC'PEATICIN i0911 BRI0,01<SHIREAVF I lfrt PO COX, /("(, C,'j I FI)RWA DOWNLY, CA -FORMA J02,12 UTILMES DIVISION 17 7t-flfi MAINTENANICE SERVICES ICY, -, 2,1 Bi - i I I R Ir('; D0%VN,Y C/=L ')UNIIA 6, -'C 4 '1E4