HomeMy WebLinkAbout08. Intro Ord Approving Agrmt w-Nationwide Environmental Services for Street SweepingItem I'lo,
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
APPROVED BY
FROM: OFFICE OF THE CITY MANAGER CITY MANAGER
BY: JOHN OSKOUI, ASSISTANT CITY MANAGER
DATE: OCTOBER 9, 2018
SUBJECT: INTRODUCTION OF AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
DOWNEY APPROVING AN AGREEMENT WITH NATIONWIDE
ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR
STREET SWEEPING SERVICES
It is recommended that the City Council:
INTRODUCE AN ORDINANCE APPROVING AN AGREEMENT WITH NATIONWIDE
ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR
STREET SWEEPING SERVICES
MEN=
The City entered into an Agreement with Nationwide Environmental Services commencing July
1, 2003 for citywide street sweeping services. Amendments to the Agreement were approved
on July 1, 2008, June 27, 2012 and January 24, 2017. As part of the June 27, 2012
amendment, catch basin cleaning services was added to the scope of services. This
Agreement expired on June 30, 2018.
On June 23, 2018, the City Council approved formation of an ad-hoc subcommittee comprised
of two members of the City Council to evaluate the City's street sweeping and catch basin
cleaning programs, study current market trends and review various service delivery options. At
that same meeting, the City Council approved a month-to-month Service Agreement with
Nationwide Environmental Services, until such time that new agreements for street sweeping
and catch basin cleaning become effective.
The Street Sweeping and Catch Basin Cleaning Subcommittee met on July 31, August 21 and
September 4 of 2018. Members of the Subcommittee directed staff to:
Bifurcate the existing Street Sweeping and Catch Basin Cleaning Agreement into two
separate and distinct service agreements, one for street sweeping, and the other for
catch basin cleaning services.
2. Negotiate terms of a new service agreement with Nationwide Environmental Services,
APPROVING AN AGREEMENT WITH NATIONWIDE
ENVIRONMENTALSERVICES A DIVISIONOF •
FOR STREET SWEEPING SERVICES
OCTOBER
PAGE 2
3. Through a Request for Proposal (RFP) process, select a qualified contractor to perform
catch basin cleaning services.
Over the course of the last month and a half, staff has worked closely with Nationwide
Environmental Services to negotiate a new agreement to meet the following objectives:
Implement a street sweeping program with a focus on exceptional customer service and
quality assurance safeguards.
Ensure that street sweeping and related services rate structure and overall costs are
competitive and financially responsible.
Staff issued an RFP for catch basin cleaning services and received four (4) proposals. These
proposals will be presented to the City Council at a later date.
The attached Agreement details the service delivery modalities and the fee structure for street
seeping and related services. Nationwide Environmental has agreed to maintain its fee
structure at the current levels for one year (zero increase). For the past fifteen years,
Nationwide Environmental Services has been providing quality service, on a consistent basis, at
very competitive and reasonable costs. In order to enter into a new agreement with Nationwide
Environmental Services as required by City's charter Section 518 (see Attachment A) an
ordinance must be adopted by the City Council.
Staff respectfully requests that the City Council, after consideration, introduce Ordinance No. 18
to approve an Agreement with Nationwide Environmental Services, for Street Sweeping and
other related services as described in Exhibit D of the Agreement commencing on November 1,
2018 and ending on October 31, 2023 with an option to extend the Agreement for an additional
five (5) years.
Fiscal Responsibility
Efficiency & Adaptability
The current annual cost for street "sweeping and related services is $ 426,189.12 and is paid out
of the following funds:
Account Name Amount
Sewer , 390i249.12
Prop A 26,940.00
General • • 00.00
Total Annual Cost: $ 426,189.12
2
APPROVING
NATIONUDEE
ENVIRONMENTAL
•1 DIVISION
• JOE'S
FOR STREET SWEEPING SERVICES
OCTOBER 9, 2018
PAGE 3
ATTACHMENTS
• • A •
1 r _ _ •
ki
WHEREAS, on July 1, 2003, the City entered into an Agreement with Nationwide
Environmental Services, a Division of Joe's Sweeping, Inc., for street sweeping services for a
five year term ending on June 30, 2008 and said agreement included an option to extend the
agreement for an additional five years at the City's sole discretion; and
WHEREAS, on July 1, 2008, the City exercised its option to extend the agreement for
five years and amended the Agreement (Amendment No. 1) extending the term from July 1,
2008 to June 30,_2013;_and
WHEREAS, on June 27, 2012, the Agreement was amended (Amendment No. 2) to
include additional services in order to comply with the National Pollutant Discharge Elimination
System regulations and the term of the Agreement was extended from June 30, 2013 to June
30, 2018;
WHEREAS, on January 24, 2017, the Agreement was amended (Amendment No. 3) to
update and adjust certain terms of the Agreement.
WHEREAS, on June 30, 2018, the Agreement expired and on July 2018, the city
Council of the City of Downey awarded a month-to-month contract to Nationwide Environmental
Services Inc., to continue providing Street Sweeping, catch basin cleaning and related services
to the city.
WHEREAS, in order to ensure continuation of reliable, efficient and economically
feasible street sweeping, and related services, the City desires to continue receiving said
services from Nationwide Environmental Services, a Division of Joe's Sweeping, Inc. ; and
WHEREAS, Section 518 of the City's Charter requires that contracts or extension of
contracts exceeding ten years must be adopted by Ordinance. therefore, in order to continue
receiving street sweeping, storm drain cleaning and other related services from Nationwide
Environmental Services, the City must enter into a new Agreement with Nationwide
Environmental Services, a Division of Joe's Sweeping, Inc., adoption of this ordinance is
necessary, and
WHEREAS, the City has successfully negotiated a new Agreement with Nationwide
Environmental Services Inc. and the term of the Agreement is from November 1, 2018 to
October 31, 2023 with an option to extend the Agreement for an additional 5 -year term.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
ORDAIN AS FOLLOWS:
SECTION 1. Based on the recitals which are incorporated by reference herein, the City
Council hereby approves the Agreement attached hereto as Exhibit A with Nationwide
Environmental Services, a Division of Joe's Sweeping, Inc., and authorizes the Mayor to
execute the agreement on behalf of the City in a form approved by the City Attorney.
SECTION 2. The City Clerk shall certify to the adoption of this Ordinance and cause the
same to be published in the manner required by law..
ORDINANCE NO. 18-
RAGE
APPROVED AND ADOPTED this — day of I October 2018.
SEAN ASHTON, Mayor
ATTEST:
MARIA ALICIA QUARTE, CMC
City Clerk
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES) ss:
CITY OF DOWNEY )
HEREBY CERTIFY that the foregoing Ordinance No. 18- - was introduced at a
regular meeting of the City Council of the City of Downey held on the day of
2018, and adopted at a regular meeting of the City Council of the City of Downey
meld on the day of _ , 2018, by the following vote, to wit:
AYES:
Council Members:
NOES:
Council Member:
ABSENT:
Council Member:
ABSTAIN:
Council Member:
FURTHER CERTIFY that a Summary of the foregoing Ordinance No. 18- 9_
was published in the Downey Patriot, a newspaper of general circulation in the City of Downey,
on � 2018 (after introduction), and on 2018
(after adoption, including the vote thereon). It was also posted in the regular posting places in
the City of Downey on the same dates.
MARIA ALICIA DUARTE, CMC
City Clerk
STREET SWEEPING SERVICES AGREEMENT
BETWEEN THE
m
.I ,
THIS AGREEMENT (the "Agreement") is entered into this 15t day of November
2018, by the City of Downey, a charter city and municipal corporation organized under
the laws of the State of California (hereafter "City"), and Joe's Sweeping, Inc., a
California corporation doing business as Nationwide Environmental Services
(hereafter "Contractor"). City and Contractor may each be referred to herein as the "party"
and collectively as the "parties".
WHEREAS, the City is obligated to sweep public streets and municipal 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, Water 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 by ensuring that arrangements by contractors for street
sweeping services should be made in a manner consistent with the protection of public
health and safety; and
WHEREAS, the City and the Contractor are mindful of the provisions of the law
governing 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 services, 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 Code provides that any person
furnishing the City or its inhabitants with street sweeping services is required to have a
business license therefor; and
WHEREAS, the City's Municipal Code empowers the City Council 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 an ordinance on October 23, 2018,
authorizing the execution of this Agreement.
NOW, THEREFORE, the parties agree as follows:
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -2
SECTION 1.1. DEFINITIONS_ . 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, the Appendices hereto and any subsequent amendments thereto."
"Agreement Date" means the date set forth above when this Agreement
became effective by Ordinance of the City Council.
"Agreement Year" means the year beginning on November 1 and ending
October 31 of the following year.
"Appendix" means the appendix to this Agreement, as the same may be
amended or modified from time to time inaccordancewith the terms hereof.
"Applicable Law" 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 Code.
"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 bate, 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; provided, however, that the contesting in
good faith 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.
"City" means the City of Downey, a California charter city and municipal
corporation as it now exists oras 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 OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -3'-'
"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 Joe's Sweeping Inc., a California corporation doing
business as Nationwide Environmental Services, and its successors and assigns
permitted hereby.
"Contractor Operating Assets" or "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.
"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 entity 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -4
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 section 6300 et.
seq.), the Federal Occupational Safety and Health Act (29 U.S.C. section 651 et. seq.),
the California Regional Water Quality Board, Los Angeles Regional Order No. 01-182,
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 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 aright to possession
to the real property constituting the Premises to which street sweeping services are
provided or required to be provided hereunder.
"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 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; provided; 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
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT .5
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 Contractor's 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. INJERERgJAIM 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.
B. Gender and Plurality. 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.
CITY OF DOWNEY STREET SWEEPING SERVICESAGREEMENT .g;:
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. Headings. 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 Agreement. 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. Reference to Days. All references to days herein are to calendar days,
including Saturdays, Sundays, and holidays, except as otherwise specifically provided.
G. Counter orfs. This Agreement may be executed in number of original
counterparts. All such counterparts shall constitute but one and the same Agreement.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the applicable laws of the State of California.
1. Severability, 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 for a 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 STREET SWEEPING SERVICES AGREEMENT -7-
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF THE
CONTRACTOR. The Contractor, by acceptance of this Agreement represents and
warrants that:
A. Existence and Powers. The Contractor is duly organized and validly
existing as a California Corporation in good standing 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 Authorization 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 Conflict. 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 Litigation. There is no action, suit or other proceeding as of the
Agreement Date, 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.
E. No Legal Prohibition. The Contractor has no knowledge of any Applicable
Law in effect on the Agreement Date which would prohibit the performance by the
Contractor of this Agreement and the transactions contemplated hereby.
F. Information Supplied by the Contractor. The information supplied by the
Contractor in all submittals made in connection with negotiation and execution of this
Agreement is correct and complete in all material respects.
CITY OF DOWNEY`STREET SWEEPING SERVICES AGREEMENT -8-
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A. Consent of Cit Ike uired. 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 the 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
subsections 3.1(A) and 3.2 hereof including but not limited to requiring the acceptance of
amendments to this Agreement
A. Current Ownership and Control. The Contractor represents that the
voting stock of the Contractor is owned by Samuelian Revocable Family Living Trust.
B. Maintenance of Corporate Existence. The Contractor covenants that
during the Term of this Agreement or as the Term 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 this
Agreement.
C. Consolidation,, -,Me Eger, Sale, Transfer and Change 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 Voting Stock. 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 in Section 3.4.
SECTION 3.3. 2AYMNIQLURIAIN COSTS BY CONTRAPJ(2BIf
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 expense or cost
incurred. The Contractor shall pay such bills within thirty (30) days of receipt.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -9-'
SECTION 3.4 TRANSFER OF VOTING 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 Revocable 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 Section 3.1 and 3.2.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -10
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 parking lots, and major intersections, within the corporate limits of
the City of Downey at the times provided in the Location/Schedule of Performance
(Appendix B). These services are hereafter collectively referred to as "service," "work,"
°sweeping," "street sweeping ", "street sweeping collection", "sweeping services."
References to such terms throughout the Agreement are assumed to apply to street
sweeping, unless otherwise specified.
B. Sweeping Schedule. The route and time of day for street sweeping
services ("sweeping schedule") and locations shall be established by the Director of
Public Works or designated representative. Appendix B represents the established street
sweeping locations and schedules . 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 and only after the Contractor has agreed to the modifications as
being reasonable and in conformity with proper street sweeping procedure. The
sweeping 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 procedures. The street sweeping schedule shall give due
regard primarily to the peace and convenience of persons residing or working in
Downey.
C. Holidays and Inclement Weather. No street 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 Thanksgiving and Christmas Day or 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 un
swept 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.
D. Adherence to Sweeping Schedules. If scheduled street 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 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 practices. All pavements,
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 portion of street as
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -11
is necessary to clean it. Debris that cannot be swept or vacuumed by mechanical
sweepers or vacuum shall be removed manually.
F. Restriction of Sweeping 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
services shall be performed during regular work hours 6:00 a.m. and 6:00 p.m., Monday
through Friday.
G. Disposal of ,Sweepiag, Waste. The Contractor shall transport and dispose
all street sweeping waste in accordance with all City, County, and Federal laws,
regulations and requirements. The City shall be notified which disposal site(s) are used
for street sweeping waste.
H. Additional Services. The Contractor shall perform services in addition to
those specified in Section 4.1 and Appendix B when directed to do so by the City. These
additional services will include but not be limited to: street sweeping at non-recurring
functions such as, street fairs and parades, new streets as identified by the City,
medians or alleys, parking lots not included in Section 4.1 (K) and Appendix B.
Contractor shall be compensated for additional services as set forth in Appendix D.
I. 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 services.
These situations may include but not limited to: spill of non -hazardous waste and debris,
debris from accidents involving automobiles,, storms, and floods. The Contractor is
required to respond to these emergency service requests within two 2 hours of
notification time by City. The total compensation for any street sweeping emergency
services during work hours shall be based on the unit cost per hour ($/hour) x the total
actual work hours as set forth in Appendix D. Failure to respond within the designated
time will result in a penalty as outlined in Section 6.4 (C) of this Agreement.
J. Emgrpepcy Services After Hours. During weekends, City holidays and
after work hours (Monday to Friday, 6:00 p.m. to 6:00 a.m.), the City may call upon the
Contractor to respond to an emergency situation that requires immediate street
sweeping services. These situations may include, but not be limited to, spill of non-
hazardous waste and debris, debris from accidents involving automobiles, storms,
floods. The Contractor is required to respond to these emergency service requests -
within two (2) hours of notification time by the City. The total compensation of any
emergency street sweeping services after work hours shall be based on the unit cost per
hour ($/hour) x the total actual work hours as set forth in Appendix D. Failure to respond
within the designated time will result in a penalty as outlined in Section 6.4 (C) of this
Agreement.
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 Agreement shall be equipped with an audible warning device that is
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -12-
identified in this Agreement shall be equipped with an audible warning device that is
activated when the vehicle is backing up.
B. Clean Up. 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. Employees 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.
A. Disposal of Street' weeping Debris. 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. Disposal Location. 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 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.
C. Dis oral 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 Contractor with 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -13
D. Pawneht of 11 •g - City shall pay, or - 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, applicable, - Designated Disposal
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -14
01M
=MNR:
A. Obliaation to Provide. The Contractor shall acquire and maintain at its
own 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 Local, State, and Federal rules,
Regulations, ordinances, and codes of outside agencies such as the South Coast Air
Quality Management District Rules 1186 & 1186.1 Clean Water Act, NPDES, CARIB,
EPA and BMP. 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 Equippmggnt �Ildden�tfification, 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 Specifications, Maintenance and Appearance, All vehicles used
by the Contractor in providing the street sweeping 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. In addition to being powered by CNG, all vehicles will comply with the low
emission requirement of the South Coast Air Quality Management District (SCAQMD),
especially Rules 1186 &1186.1 and shall be approved 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
performance of the contract. The equipment used by the Contractor in performance of
this Agreement shall be properly maintained, in both condition and appearance, and
have sweeping capabilities 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.
D. Inventory of Operating Assets. The Contractor shall furnish the City with
an inventory of Operating Assets used by the Contractor to provide street sweeping
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT _15-
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 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. C L A I P . 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 and
1186.1.
SECTION 5.4. TAXES AND UTILITY CtjARQE,$. 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. CE. 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 maybe 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 STREET SWEEPING SERVICES AGREEMENT -16
SECTION 6.1. 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 is Nejteh Der Bedrossian and/or AN Samuelian. 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. 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 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.
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. Availability; 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 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. EmeLgengy EmergencyTelephone Number. The Contractor shall maintain an
emergency telephone number for use outside of 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. 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 City's website.
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 its 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 or designated representative. The
Contractor shall comply with all rules and regulations of the City of Downey relating to
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -17-
the use of water and disposal of wastewater. Failure to comply with said rules and
regulations may result in the City's refusal to furnish water to the Contractor for the
duration of the Agreement.
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.
i
A. Complaints 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 nature and date and manner of
resolution of complaint. Any such calls received via the Contractor's answering service
shall be recorded on a log 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. Complaint 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.
B. Required Response to Cornpiaints. The Contractor, within twenty-four
(24) hours of its receipt of written notice from the Director of Public Works or designated'
representative, of a failure to provide City street sweeping services as required by the
terms of this Agreement, shall complete such street sweeping services provided such
corrective actions do not interfere with the normal operations of the areas.
C. Damages For Service Related to Performance Failures. The Director of
Public Works shall levy 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 Contractor's compensation. The City will provide the
Contractor with five (5) days written notice of any proposed penalty. 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -18
(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.
(10) Penalty increase when Contractor has received a penalty for a
particular service indicator more than 15 times: 25% penalty of original penalty
amount. After fifteen (15) penalties in a category the penalty will increase after
each five (5) additional penalties: 25% of previous penalty amount.
(11) 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. The assessment shall become final unless within ten (10)
calendar days of the date of said notice, Contractor provides a written request for a
meeting with the Director of Public Works to present evidence that the assessment
should not be imposed. The Director of Public Works shall schedule a meeting with
Contractor as soon as reasonably possible after timely receipt of the request. The
Director of Public Works shall review the evidence provided by the Contractor and
render a decision in writing sustaining or reversing the assessment as soon as
reasonably possible after the meeting, but no later than 15 business days after said
meeting. The Director of Public Works decision shall be final. In the event the
Contractor does not submit a written request for a meeting within ten (10) calendar days
of the date of the notice of assessment the Director of Public Work's determination shall
become final and the Contractor shall submit payment to the City. If monies are owed to
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -19-
the Contractor, the City may deduct an amount equal to the amount of the assessment
from the amounts otherwise owed to the Contractor.
The Cityandthe 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.
A. Community Relations Program, 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. News 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 the proposed response with the City. Notification should be sent to:
Director of Public Works
Email PublicWorks-Administration@downeyca.org
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 articles resulting from media interviews or news releases
shall be provided to the City within five (5) days after publication.
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. twnershio of Documents: 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 documentsand
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. Release of Documents: 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,
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -20
records, documents and other materials prepared by Contractor In the performance of
this Agreement as it desires oris required to release by law.
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 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:
City of Downey
11111 Brookshire Avenue
P.O. Box 7016
Downey, CA 90241-7016
ATTN: Director of Public Works
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 on a monthly
basis of the regular street sweeping services from all required areas. The data shall be
in a format approved by the City, and include the items contained in Contractor's
Monthly Report attached here to as Appendix E.
B. Additional Service Report. The Contractor will submit a report on a
monthly basis of the additional services requested by the City within the reporting month.,;
The data shall be in a format approved by the City, and include the items contained in
Contractor's Monthly Report attached here to as Appendix E.
C. Emergency Service Report, The Contractor will submit a report on
monthly basis of the emergency services requested by the City withinthe reporting
month. The data shall be in a format approved by the City, and include the items
contained in Contractor's Monthly Report attached here to as Appendix E.
D. Complaint Deport. Contractor will submit a monthly report of the service
complaints. The City may request additional details concerning any complaint reported.
The data shall be in a format approved by the City, and include the items contained in
Contractor's Monthly Report attached here to as Appendix E.
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 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 second audit will be paid for
by the Contractor. The independent firm conducting the second audit will be selected by
the Contractor.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -21-
F. Annual Review of Performance and ualit of Service. 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 this Agreement is found, City may direct Contractor to correct the inadequacies and
City may pursue all other legal and equitable remedies.
G. Verifications 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 provided 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. S CO 7 ACTORS The Contractor shall not utilize any
subcontractors for the performance of the street sweeping 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -22
ARTICLE V111
i', i►
SECTION 7.1 g PE SATION: The Contractor shall 'submit `monthly invoices
for street sweeping services provided in accordance with the approved cost sheet in
Appendix D. The invoices shall include the monthly prorated costs for regular street
sweeping services, and a detailed breakdown of any of the below listed extra services
provided and its associated cost.
a. Regular street sweeping services
b. Additional street sweeping services
C. Emergency services during work hours
d. Emergency services after hours
e. Additional street sweeping and related services in public
right-of-way
1. Additional sweeping of Downey Avenue (Firestone Boulevard to
4th Street)
2. Sweeping of City parking lot 2nd Street and La Reina Avenue
3. Sweeping of City parking lot east of Downey Avenue north of 2 d
Street
4. Pressure washing decorative pavers on sidewalk along Firestone
Boulevard
5. Pressure wash walls, trash cans, benches and hardscape 11
locations on sidewalks along Firestone Boulevard
6. Pressure washing City parking structure's stairwells, replace trash
liners of trash receptacles, clean interior of elevator
SECTION 7.2 ADJUSTMENTS TO COMPENSATION:
A. Street Sweeping Services.
Beginning "October 23, 2019 and each October 23 thereafter, during the term of this
Agreement, and based on a request by the Contractor, the City will consider adjustments
in the compensation rates for variable and fixed costs for street sweeping services as
outlined in Sections A(1)(a) and A(1)(b), A (2) through A (4), and B(1) through B(5) of
Appendix D according to the following methodologies:
(i) Fixed and Variable Costs - The Contractor may be allowed`
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -23-
reasonable increases in both fixed and variable cost components of the
Compensation Schedule (Appendix D) for street sweeping services to cover
increases in costs but in no event shall this increase exceed in percentage terms
the percent increase to the Consumer Price Index (CPI) published by the United
States Department of Labor, Bureau of Labor Statistics. The parties agree that
the CPI adjustment shall be calculated by using the Consumer Price Index for All
Items, Los Angeles and Long Beach Metropolitan areas, all urban consumers,
not seasonally adjusted, comparing the June index from the current year to the
June index for the prior year. Fixed costs include office and generalized
overhead, expected annual profit and annual equipment finance cost. Variable
costs are costs that are solely associated with the daily operations of the
business and include labor, insurance, waste disposal, and equipment Operation
and Maintenance (O&M) costs.
The City reserves the right to conduct an audit of the Contractor's files at
any time, and to verify the rate of the Consumer Price Index. Upon successful
completion of an audit, it is the City's sole decision to approve or deny said
request.
(ii) Fuel Costs. - In providing street sweeping services, Contractor
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 is further
agreed between the parties that Contractor shall be compensated for 1,590
gallons of CNG per month at a cost of $2.49 per gallon for a total monthly
compensation of $3,959.10 for fuel costs. City's monthly compensation payment
to Contractor under this Agreement shall include the payment of this monthly fuel
cost.
The City reserves the right to conduct at any time an audit of the
Contractor's fuel costs to verify Contractor's request for fuel cost increase or to
inquire about a potential cost decrease. Upon successful completion of the audit,
it is the City's sole decision to 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.
The Contractor shall submit a request for rate adjustments in street
sweeping services costs as described in Section 7.2 A, in writing to be received
by the City's Director of Public Works via certified mail no later than July 30 of
each year beginning July 30, 2019, and each year thereafter.. The Contractor
shall provide the City with all required documentation justifying their request at
the time their request is made pursuant to Section 7.2A. 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 and shall
be a waiver of the Contractor's request for an adjustment of compensation for the
following year. The adjustments, if any, shall become effective November 1,
2019; and each year thereafter during the term of this Agreement. Requests for
adjustments to compensation shall be approved administratively by the Director
of Public Works.
CITY of DOWNEY STREET SWEEPING SERVICES AGREEMENT -24-
SECTION 8.1. REMEDIES 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 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 inaccordancewith the provisions of this Article Vlll shall have occurred and
be continuing.
SECTION 8.2. RIGHT OF i CONTRACT OUT SERVICES IN
CERTAIN CIRCUMSTANCES.
A. Contractor Failure to Perform for any Reason. 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, that this Agreement is suspended, to enter into 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.
B. Contractor Repair. The Contractor further agrees that, in the
circumstances described in subsection (A) above, the Contractor shall continue to keep
in 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.
C. Contractor Reimbursement. 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 contracting out 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. Contractor -Resumption of Service It is further agreed that the City may
at any time, at its discretion demand that the Contractor resume street sweeping
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -25
services as provided in this Agreement whereupon the Contractor shall be bound to
resume the same.
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 -Compliance. Any transaction, that does not
comply with the requirements of Sections 3.2 or 3.3 hereof, after notice and
opportunity to cure within 30 days of receiving notice from City.
2. Missed Cleaning'. The failure of the Contractor, except as may be
excused by Uncontrollable Circumstances as defined herein, to perform at least
99.95% of the gross number of sweepings' designated areas from City streets,
parking lots, etc. in any calendar month, per established schedule and following
notice from the City,, and an opportunity to cure as set forth in this Section 8.3
subsection (3) below.
3. Other Failure to Perform. Except for subsection (1), (4) and (5) in
this Section 8.3, failure or refusal of the Contractor to perform any other term,
covenant, obligation or condition contained in this Agreement, except that no.
such failure or refusal shall give the City the right to terminate this Agreement
under this subsection 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 thirty (30) 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 notice given pursuant to subsection 3(a) above. However, if
the Contractor shall have diligently taken steps to correct and
successfully corrected such default and completed such action to the
satisfaction of the City within 30 calendar days after receiving the City's
written notice, the same shall not constitute an Event of Default. and
c. The City Council approves the conclusions and contemplated
actions of the City taken with respect to this Section 8.3 on the issues in
the dispute and the Council approves by affirmative vote any decision by
the City to terminate this Agreement.
4. VoluntaU,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 of the Contractor to the appointment
by court of a receiver or trustee for all or a substantial portion of its property or
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -26-
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. Under this subsection (4), City shall have the
right to immediately terminate this Agreement.
5. Involuntary Bankruptcy. The final adjudication of Contractor's
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 the adjudication shall be regarded as final, unless
and until the same is no longer being contested by the Contractor or until the
order of the adjudication is no longer appealable. Under this subsection (5), City
shall have the right to immediately terminate this Agreement.
6. Termination` Li uidated Dama es Pa able to the City. 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 an amount
equal to the sum of all payments damages, penalties incurred by or on behalf of
the City under Agreement or Applicable Laws.
7. Adequacy of Te ination Liquidated 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 this 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.
8. Waiver of Defenses. 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.
9. Enforcement Costs. The Contractor agrees to pay to the City all
fees and expenses incurred by or on 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -27-i
• r r
A. Event of Cit' DefaultDefined. Each of the following shall constitute an
Event of Default on the part of the City:
1) Bankruty or Insolvency. 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) Failure 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. NO 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. NO CONSEQUENTIAL OR PUNITIVE 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 DISPUTE RESOLUTION. 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. ADMINISTRATIVE REVIEW OF DISPUTES. -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 to the City Council
by written request of either party. The referral of the dispute to the City Council shall be
governed by Section 8.9.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -28
SECTION 8.9. PUBLIC MEETING,., If either party requests, the City Council may
hold a public meeting to review any and all information provided by either party related
I
to a dispute with respect to this Agreement. Additional documentation may be requeste
by the Council. The public meeting may be continued by the Council as it determines i
necessary. -The City Council's decision shall be final with regards to the disputed
issue(s). I
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -29-
I
SECTION 9.1 TERM. The term of this Agreement shall commence on November 1,
2018 and shall end on October 31, 2023. 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 is required in either case.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -30
11 • •N =0
A. Contractor shall defend (with counsel acceptable to the City not to be
unreasonably withheld), indemnify and hold the City, and its directors, officials, officers,
employees, volunteers and agents (collectively "City Indemnified Parties") free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death, -
in any manner arising out of or incident to any alleged negligent acts, errors, omissions
or willful misconduct of Contractor, its officials, officers, employees, agents, consultants
and contractors arising out of or in connection with: (1) the performance of the Services
under this Agreement; (2) any Contractor Breach; (3) 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 contemplatedhereby; (4) 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
services; (5) the performance or non-performance Of the Contractor's obligations under
this Agreement; (6) Contractor's failure to comply with Applicable Law, including but not
limited to the requirements relating to the Contractor's preparation and submissions of its
bid for award of the Agreement and any Loss -and -Expenses related to or arising from
CERCLA, or any similar or related Applicable Law, including without limitation the
payment of all consequential damages and attorneys' fees and other related costs and
expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and
all such aforesaid suits, actions or other Legal Proceedings of every kind that may be
brought or instituted against City Indemnified Parties. Contractor shall pay and satisfy
any judgment, award or decree that may be rendered against City Indemnified Parties, in
any such suit, action or other Legal Proceeding. Contractor shall reimburse City
Indemnified Parties, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Contractor's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City Indemnified Parties. Contractor shall not be obligated to defend, indemnify or
hold the City Indemnified Parties harmless in any manner whatsoever for any claims or
liability arising solely out of the City Indemnified Parties' own negligent acts, errors or
omissions or willful misconduct. This indemnification provision is 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.
A. Performance 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 as defined herein.
B. Notice. Mitigation. 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
CITY OF DOWNEY STREET SWEEPING SERVICES' AGREEMENT -31:
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 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 10.4. RELATIONSHIP OF THE PARTIES. 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 nothing in this Agreement shall be deemed to constitute
either party a partner, joint venture, agent or legal representative of the other party or to
create any fiduciary relationship between the parties.
SECTION 10.5. NO DISCRIMINATION. 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 or any other protected class created by law.
The Contractor will take all actions reasonably necessary to ensure that applicants are
employed, and that employees are treated during employment, without regard to their
age, race, color, religion, national origin, sex, sexual orientation or physical or mental
disability or other protected class created by law. 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 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. BINDING EFFECT. 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -32
SECTION 10.8. AMENDMENTS. Neither this Agreement nor any provision
hereof may be changed, modified, amended or waived exceptbywritten agreement duly
executed by both parties.
SECTION 10.9. NOTICE OF LITIGATION. 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, 11111 Brookshire Avenue,
Downey, California 90214 with a copy also delivered in person to:
Director of Public Works
City of Downey
11111 Brookshire Avenue
Downey, California 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
Contractor at:
Ms. AN Samuelian, Vice President
Joe's Sweeping, Inc. dba
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.
SECTION 10.11. FURTHER ASSURANCES. 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -33-
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
dates indicated below.
CITY OF DOWNEY, a California
municipal corporation and charter city
By:
Sean Ashton, Mayor
ATTEST:
Maria Alicia Duarte, CMC, City Clerk
Yvette M. Abich Garcia City Attorney
SERVICES
By:
Ani Samuelian, Vice President
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -34-
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -35
The frequency of sweeping shall be at least'.
1. Residential Areas
All other City streets, See Map "Street Sweeping Schedule
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, Stewart and Gray 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -36
A.1 Residential One (1) time per week
Schedule as Posted
A:2 Major Intersections One (1) time per week
Same day as residential
7
A.3 Commercial wo (2) times per week
See details below
A Downtown wo (2) times per week
Monday and Thursday;
4 a.m. - 7 a.m.
IB 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. -'
3 a.m.
ID Medians (Raised and Painted) and One (1) time per week
Thursday
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 Sat - 4 a.m. Sun
G Public Works Yards (2) One (1) time per week
Friday: 4 a.m. - 6 a.m.
HHoliday Lane Parade One (1) time 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
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, Stewart and Gray 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.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -36
NOTE:week,. days apart.
Example: accordance _ schedule outlined in
this Agreement.
a. Paramount Bl. both side railroad tracks south of Firestone Bl. 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 Ava. -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 BrookshireAve.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -37
Albia St.
ParamountBl. to Alle wester)
BOTH
6=7a
Fifth St.
Paramount 81. to Alle westerl
BOTH
6-7a
Fourth PI.
Paramount BI. to Allewesterl
BOTH
6-7a
Melva St.
Paramount 81. to Alley westerly
BOTH
6-7a
Paramount Bl.
Lubec St. to Florence Ave.
BOTH_
6-7a
Paramount Bi..
Florence Ave. to Irwin rove 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 Alle wester)
BOTH
6-7a
Seventh St.
Paramount Bl. to Alley westerly
BOTH
6=7a
Sixth St.
Paramount 81. to Alle wester)
BOTH
6-7a
Third St.
Paramount BI. to Alley wester)
BOTH
6-7a
Florence Ave.
Brookshire Ave. to Lakewood Bl.
NORTH
6-7a____
Florence Ave.
Brookshire Ave. to Lakewood BI.
SOUTH
6-7a
Studebaker Rd.
Florence Ave. to Benfield Ave.
EAST
6-7a
Firestone
East Citv Limit to West Citv Limit
BOTH
13-7a
Lakewood
North City Limit to Gardendale
BOTH
6-7a
Cleta St,
Patton Rd. to LakewoodB1BOTH
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 Re entview Ave,
BOTH
1-4a
Pan born Ave.
Washburn Rd. to Seaaca St
BOTH
1-4a
Re entview Ave.
Washburn Rd to R.R. Tracks
BOTH
1-4a
Seaaca St.
E/O Panborn Ave.
BOTH
1-4a
Washburn Rd.
Woodruff Ave. to Re entview 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
NOTE:week,. days apart.
Example: accordance _ schedule outlined in
this Agreement.
a. Paramount Bl. both side railroad tracks south of Firestone Bl. 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 Ava. -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 BrookshireAve.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -37
j. New St. - 2nd St. to 4th St.
k. Dolan Ave. - railroad tracks to Firestone Blvd.
I. Nance St. - Myrtle St. to Downey Ave.
M. Paramount Bl., west side, from 5th St. to the railroad tracks south of
Firestone BI.
n 4th St. {both sides), Downey Ave. to La'Reyna 'Ave.
B. 16 miles of City alleys.
NOTE: CITY ALLEYS NEED TO BE SWEPT ONE TIME PER WEEK
miles)
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
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/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 Nall 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
NOTE: THE CITY PARKING STRUCTURE NEEDS TO BE SWEPT THREE (3) TIMES
PER WEEK (SATURDAY, SUNDAY AND MONDAY)
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 STREET SWEEPING SERVICES AGREEMENT -38
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A. The Contractor shall continuously maintain the following insurance
coverages for the entire term of this Agreement:
1.1 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 the 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;
2.1 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;
3.1 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,
a Division of Joe's Sweeping, Inc. 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 insurance the City does
possess shall be considered excess insurance and shall not contribute with it.
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -40
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 ofthe "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 m Obtain such insurance and deduct and retain the amount of the
premium
2. for such insurance for any sums due under this Agreement;
3. 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;
4 Terminate this Agreement.
I. 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 hereincontained shall be construed as limiting in any way the
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT X11
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 t
work covered under this Agreement."
144 1 WASIM 910171 M 4W1 9 -
Street Sweeping Services
A. STREET SWEEPING SERVICES. -
1. Annual Street Sweeping Services:
a) Fixed and Variable Costs
b) Fuel Costs (1,590 gallons per month @
$2.49/gal)
Total Costs
2. Additional Services:
3. Emergency Service During Working Hours
4. Emergency Services After Hours
$323,419.90 Per
Annum
$47,509.20 Per
Annum
$370,929.10
$13.28/ Curb Mile
$60.00/ Hour
$75.00/ Hour
B. ADDITIONAL SWEEPING AND CLEANING SERVICES
1. Additional Street Sweeping of Downey Avenue $15,480 Per Annum
(From Firestone Boulevard to 4th Street)
NOTE: NEED TO BE SWEPT SEVEN (7) TIMES PER WEEK,
MONDAY THROUGH SUNDAY
2. Sweeping of City Parking Lot $2,700 Per Annum
Located at Southeast corner 2nd Street and La
Reina Avenue
NOTE: NEED TO BE SWEPT ONE (1) TIME PER WEEK, MONDAY
3. Sweeping of City Parking Lot $1,140 Per Annum
Located East of Downey Avenue, North of 2nd
Street
NOTE: NEED TO BE SWEPT ONE (1) TIME PER WEEK, MONDAY
4. Pressure Washing:
A. Decorative Pavers (1,031'X 10')
Located on Sidewalks along Firestone
Boulevard
(Tuesday mornings)
B. Walls, Trash Cans, Benches and
Hardscape 11 Locations
$26,940 Per Annum
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -43-
0:2:2:01011111 K4 bmubromc
(once per week)
5. Pressure Washing of City Parking Structure's $9,000 Per Annum
Stairwells
(Two (2) Times per Month 2nd and 4th Saturday)
Replace Trash Liners of Trash Receptacles
(Two (2) Times per Week Saturday and Sunday)
Clean Interior of Elevator
(Three (3) Times per Week, Saturday, Sunday
and Monday)
NOTE: Adjustments to Sections A(1)(a), A(1)(b), A(2) through A(4), B(1)
through B(5), are permitted pursuant to Article VII, Section 7.2 of this
Agreement.
CITY of DOWNEY STREET SWEEPING SERVICES AGREEMENT -44
The "Monthly Report" detailing information as provided below shall be submitted to the City
no later than 15th day of the following month. Supportive documents such as a log
indicating information about the complaints locations and description of additional and
emergency services shall be provided upon request.
Regular Services Completed (Per Appendix 13): Yes No
Additional Services' Curbs
Miles/Hours
Emergency Services During Working Hours: Hours
Emergency Services After Working Hours: Hours
Number of Complaints Received:`
Complaints Resolved:
CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -45-