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HomeMy WebLinkAbout14. Adopt Ord & Apprv Street Sweeping Agrmt with Nationwide Enviromental SrvsÐ CityofDowney AGENDAMEMO TO: FROM: DATE: SUBJECT: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL OFFICE OF THE CITY MANAGER BY: JOHN OSKOUI, ASSISTANT CITY MANAGER Item No APPROVED BY CITY MANAGER NOVEMBER 13,2018 ADOPTION OF AN ORDINANCE OF THE GITY COUNCIL OF THE CITY OF DOWNEY APPROVING AN AGREEMENT WITH NATIONWIDE ENV¡RONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERV¡CES RECOIVIMENDATION It is recommended that the City Council ADOPT ORDTNANCE NO. 18_ APPROVTNG AN AGREEMENT WITH NAT¡ONWIDE ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERVIGES BACKGROUND 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. DISGUSSION 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, September 4, and October 10 of 2018. During these meetings, various options and potential associated costs for service delivery were discussed and evaluated. Staff presented to the Subcommittee the following options for delivery of street sweeping and related services: 1. Consider a new Agreement with Nationwide Environmental Services, with an initial term of five (5) years and the option to extend the term for another five (5) years. APPROVING AN AGREEMENT WITH NATIONWIDE ENV¡RONMENTAL SERVICES A D¡VISION OF JOE'S SWEEPING, INC FOR STREET SWEEPING SERVIGES NOVEMBER I3,2OI8 PAGE 2 2. Consider a new Agreement with Nationwide Environmental Services, with an initial term of five (5) years and the option to extend the term for up to five (5) additional years. 3. Consider a new Agreement with Nationwide Environmental Services, for a term less than five (5) years. 4. Consider a new Agreement with Nationwide Environmental Services, with a different term than those listed above. 5. lssue a Request for Proposals. The Subcommittee members evaluated each option and ultimately decided to consider Option 2. The Subcommittee members determined that a new Agreement for a term less than five (5) years would increase the costs as the service provider would not be able to absorb the cost of necessary capital outlay, depreciation and overhead costs in short term, which would result in a higher fee structure. The Subcommittee concluded that an Agreement with a term longer than five (5) years, such as the one outlined in Option 2, would be more beneficial to the City as it would result in further reduction of the fee structure. The Subcommittee members also asked for and received information about the performance of Nationwide Environmental Services lnc., including monthly reports, complaint logs and another related documents. Furthermore, the Subcommittee members reviewed the City's Charter with regards to contracts. Staff presented Section 1211 of the Charter (Attachment A), which defines the requirements for "Contracts on Public Works". Section 1211 defines what types of projects constitute "Public Works". lt was determined by the Subcommittee members and confirmed by the City Attorney that services such as street sweeping are "maintenance" in nature not subject to the requirements of Section 1211 of the City's Charter which expressly excludes "maintenance and repair" services from the bidding requirement. Ultimately, the members of the Subcommittee directed staff to 1. Bifurcate the 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 based on Option 2 listed above with an initial term of five (5) years and option to extend the term for up five (5) additional years with an emphasis on two primary factors: o Maintain delivery of high level of quality services.. Ensure that the street sweeping and related services costs are competitive and financially responsible. 3. Through a Request for Proposal (RFP) process, select a qualified contractor to perform catch basin cleaning services. APPROVING AN AGREEMENT WITH NATIONWIDE ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERVICES NOVEMBER I3,2OI8 PAGE 3 Below is a detailed breakdown of street sweeping and related services provided by City's service provider, Nationwide Environmental Services, and the associated cost for each item of work. 1. Street Sweeping services (City's street and alleys)$323,419.90 per year $47,509.20 per year2. Cost of fuel (based on 1,590 gallons/month and $2.49/gallon): 3. Additional Sweeping of Downey Avenue 7 days/week (Firestone to 4'n Street): 4. Sweeping of City Parking Lot once/week (corner of La Reina Avenue and 2no Street): 5. Sweeping of City Parking Lot once/week (east of Downey Avenue, north of 2no Street): $15,480 per year $3,700 per year $1,140 peryear 6. Pressure washing of sidewalk along Firestone Boulevard ( ) once/week and decorative walls, benches and trash cans once/week: $26,940 per year 7. Pressure washing of city's parking structure's stairwells (twice/month), clean elevator's interior (three times/month) and replace trash receptacle's liners (twice/week): $9,000 per year Therefore, the cost of street sweeping and related additional services is $427,189.10 per year or $35,599 per month. Based on approximately 1,993 curb miles in the City, the service delivery cost is $17.86 per curb mile per month. The City pays separately for the cost of trash disposal generated by the sweeping operations. This cost is about $10,000 per month. As such, the total cost of operation equals $22.88 per curb mile per month. ln order to analyze the above mentioned price structure and determine if the City's cost for street sweeping and related services are reasonable and competitive, staff presented information to the Subcommittee outlining the cost of street sweeping services for a number of cities, either neighboring with, or in the general vicinity of Downey. The chart illustrated on Page 4 of this report captures this information. This chart has also been included as an attachment to this report. Generally speaking, a reasonable measuring tool for cost of street sweeping services is the overall cost per curb mile of roadways (including alleys). However, it should be noted that the scope of work and fee structure for each entity is unique and could vary slightly from one city to another. As an example, one city may include sweeping of arterial streets as part of the main scope of work. Another city may delineate it separately and choose to sweep the actual roads several times per week. Moreover, some cities choose to include costs of all components, such as cost of fuel and disposal, on one line item but others may identify them separately. APPROV¡NG AN AGREEMENT WITH NATIONWIDE ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERVICES NOVEMBER 13, 2OI8 PAGE 4 The cost comparison chart shows that Downey street sweeping and related services cost of $22.88 per curb mile per month is the lowest in comparison with the other listed cities. The next lowest cost of $26.74 per curb mile is the City of Lakewood's. As noted, the City of Lakewood pays about $514,968 per year for direct costs and $130,000 per year for hauling and disposal of trash generated by street sweeping operations for a total cost of $644,968 per year. The other listed unit costs are much higher than Downey's and Lakewood's with a range of $30.35 per curb mile per month (City of Paramount) to $54.63 per curb mile per month (City of Lynwood). However, it should be noted, that at least part of the higher costs for these cities could be attributed to addition of optional services such as increased frequency of sweeping for designated roadways from once a week to multiple times per week, and inclusion of cost of trash disposal in the base amount of contract. Based on the cost comparison analysis, it is concluded that the cost for services received by Downey is the lowest, particularly when we consider that the range of additional services included in the calculation of annual costs such as additional sweeping of Downey Avenue and Downtown area, City parking lots and parking structure and pressure washing services along Firestone Boulevard (in the downtown area) is included in the total cost calculations. The City's cost of street sweeping and related services is reasonable, competitive and economically efficient. $644,968.00 926.74 Pays separately for hauling and disposal of trash Lakewood Dixon $514,968.00 $130,000.00 Paramount Clean Streets $"195,696.00 $195,696.00 $30.35 lncludes sweeping of parkinq lots Norwalk Nationwide Environmental $750,000.00 $54,996.00 $804,996.00 $43.00 Additional cost for parking lots, Arterials twice /week $505,347.12 $48.59 Some streets gets swept 3 times/week P¡co R¡vera Nationwide Environmental $505,347.12 Lynwood Nationwide Environmental $517,023.48 $517,023.48 $s4.63 Some streets swept 3 times/week Downey Nat¡onwide Environmental $426,1 80.00 $120,000.00 $546, r 80.00 $22.88 A number of additional services. City pays separately for disposal of trash Annual Sweeping Cost Additional Costs Cost/curb mile/monthTotal Cost CommentsCity Contractor APPROVING AN AGREEMENT WITH NATIONWIDE ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERVICES NOVEMBER I3,2OI8 PAGE 5 Over the course of the last month and a half, as directed by the members of the Subcommittee, staff has worked with Nationwide Environmental Services to negotiate a new agreement based on the City's established objectives. The new Agreement (copy attached) includes provisions to ensure that the Nationwide Environmental Services will continue to provide quality service to the residents of Downey with a focus on providing exceptional customer service. Furthermore, Nationwide Environmental Services has agreed to maintain the current cost structure until November 1, 2019. Considering that the current cost structure was established in September of 2017, essentially, the cost would remain unchanged (zero increase) for a period of over two (2) years. As related to the catch basin cleaning services and as directed by the members of the Subcommittee, staff issued an RFP and received four (4) proposals. These proposals will be presented to the City Council at a later date. At its meeting of October 23,2018, the City Council introduced 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. Staff respectfully requests that the City Council adopt Ordinance No. 18 approving the agreed Agreement which commences on December 13, 2018 and ends on December 12, 2023 with an option to extend the Agreement for up to five (5) additional years. CITY COUNCIL PR¡OR¡TIES Fiscal Responsibility Efficiency & Adaptability FISCAL IMPAGT The current annual cost for street sweeping and related services are $ 426,189.12 and are paid out of the following funds: Sewer Fund 390,249.12 Proposition A 26,940.00 General Fund 9,000.00 ATTACHMENTS Attachment A - City Charter Section 1211 Attachment B - Ordinance Attachment C - Street Sweeping and other Service Cost Comparison Chart Account Name Amount by the afünnative vote of a majority of those voters voting on the queslion of incurring such indebtedness at any election at which such questíon ís suumitted to the voters of the City" The Council may issue and sell bonds so authonized, rnay Rx ine tenns and conditions thereof, and may rnale, .!.* tn9 establish sr.¡ch covenants, conditior.ls, tenns and provisions as it deems necess¿l"y or desirabte to facilitate the issuance and sale of the bonds or for the proteciion and security of the holders theneof. Bonds issued pursuant to this Article shall not be general obligations of the City buishall be payable, principal and interest, solely from revenues or other special funds specificalty pledged to that purpose section f 212. spEctAL puRposE FUNDS. The City council may establish by ordinance special purpose funds, conslstent with the provisicns of this Charter, as it may consider necessary on appropriate. SECtiOrr ,!213. CI.A¡MS ANÐ DEMANDS. PRESENTATION ANÐ PAYMENT. PTOEædI¡TES PTESCTibCd by State law goveming the presentation, consideration and enforcennent of ciainns against chartered cities or against officerË, agentjand èmployees thereof shail apply to the presentation, considenatior¡ and enforcernent of elairns against the City. sec-tion 1214. ACTIONS AGAIÌ\¡ST CITY. No suit shall be brought for rnoney or darnages against the City or any board, commission or officer thereof on any cause af action for which this Charter or the general law reqs¡ires å claim to be presented, untit a claim or dernand for the sarne has been presented as in this Charter próvided and such c!åim and dernand has beenr rejected in whole or in part" lf rejected in part suit.may be brought to recover the whole. Failure to cornplete actlon approving or rejecting any clairn or dernand within tl'¡e tinreirarne prescribed by State Law shall be deerned a rejeetion thereof. section 12,!5" REGISTERING WARRANTS. Wamnts on tl¡e cíty Treasurer which are not paid for lack of funds shall be registered. All registered wanants shall be paid in the order of their registnation when funds therefon are availabíe and shall beãr interest from the date of registration at such rate as shall be lixed by the City Council by resolution. section 121ã. INDEPENÐENT AUD|T. The City Council shal! ernploy at the beginning of each fiscal year, en independent certified public accountant who shall, at such tir¡'re or thnes as may be specified by the Citv 14 ATTACHMENT A Section 1211. CONTRACTS ON PUBLIC WORKS. Except as hereinafter expressly provided, every contract involving an expenditure of more than $15,000 for the constructíon of irnprovement (excluding maintenance and repair) oi public buildings, works, streels, drains, sewers, utilities, parks and playgrounds, and each separate purctrase of materials or suppties for the same, where the expenditure required for such purchase shallexceed the sum of $15,000, shall be let to t¡'¡e lowest responsible bidder after notice by publication in the official newspaper by two or more insertions, the first of which shall be at least ten days before the time for opening bids.' ine City Council may reject any and all bids presented and may readventise in its discretion. After rejecting bids, -or if no bids ãre ieceived, or without advertising for bids if the total arnount of the contract or project is $SCI000 or less, then tl.¡e City Gouncil may declare and determine that in its opinion, the work in äu"*t¡on may be performed better or more economically by the City with its own ernployees, or that lhe.nnaterials or supplies may ne purchased at a lower price in the open market, and after the adoption of a resolution to this etfeci by t¡"re ati¡nnai¡ve vote of a majority of the total members of the City Council, it may proceed to have said work done or such rnaterials or suþptiäs purchased in the rnanner stated, without furthe¡' observance of the provisions of this Section. Such contracts rnay be let and such purchases made without advertising for bids, it sucn work or the purchase of such materials or supplies shall be deerned by the City Council to b_e urgent necessity for the preservation of life, health or properfy, and shall be authorized by the affirrnative vote of at least two-thirds of the total members of the City Council. The limitations as provided in this S-ection may be increased by adoption of a resolution by the afflnnative vote of two-thirds of the total mernbers of the City óouncil provided, however, that such increase shall not be greater in percentage than the percentage change ìn the conslruction cost index of the Los Angeles Metl'opolltan Ãr*a "r reporteO Oy the Êngìneering -News-decord from the effective date of this section to the date of the change. projects for the extension, construction or imprevernent of any public utility systern operated by-the City or for the púrchase of supplies oi equiprnent for any such project or any such utility rnay be excepted from the requirernånts of this Seòtion by the affinnative vote of a majority of the total rnernbers of the City Council- ORDINANCE NO. I8. AN ORDINANCE OF THE CITY COUNCIL OF THE C¡TY OF DOWNEY APPROVING AN AGREEMENT WITH NATIONWIDE ENVIRONMENTAL SERVICES A DIVISION OF JOE'S SWEEPING, INC. FOR STREET SWEEPING SERVICES WHEREAS, on July 1, 2003, the City entered into an Agreement with Nationwide Environmental Services, a Division of Joe's Sweeping, lnc., 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 24,2A17, 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 lnc., 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, lnc. ; and WHEREAS, the City has successfully negotiated a new Agreement with Nationwide Environmental Services lnc. for street sweeping and related services and the term of the Agreement is from December 13, 2018 to December 12,2023 with an option to extend the Agreement for up to five (5) additional years. NOW, THEREFORE, THE CITY GOUNCIL OF THE CITY OF DOWNEY DOES ORDAIN AS FOLLOWS: SECTION f . 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 Divísion of Joe's Sweeping, lnc., 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 certífy to the adoption of this Ordinance and cause the same to be published in the manner required by law. ATTACHMENT B ORD¡NANCE NO. 18. PAGE 2 APPROVED AND ADOPTED this - day of -, October 2018. SEAN ASHTON, Mayor ATTEST: MARIA ALICIA DUARTE, CMC City Clerk STATE OF CALIFORNIA COUNTY OF LOS ANGELES C¡TY OF DOWNEY SS: ) ) ) I HEREBY CERTIFY that the foregoíng Ordinance No. 18-was introduced at a regular meeting of the City Gouncil of the City of Downey held on the day of City Council of the City of Downey lowing vote, to wit: 2018, and adopted at a regular meeting 2018, by the fol of the held on the day of AYES: NOES: ABSENT: ABSTAIN CouncilMembers CouncilMember: CouncilMember: CouncilMember: I FURTHER CERTIFY that a Summary of the foregoing Ordinance No. 18- was published in the Downey Patriot, a newspaper of general circulation in the City of Dgy!_"y,on , 2018 (after introductÍon), and on . o 2018 (att@votethereon).ltwasalsopostedintheregularpostingplacesin the C¡ty of Downey on the same dates. MARIA ALICIA DUARTE, CMC City Clerk STREET SWEEPING SERVICES AGREEMENT BETWEEN THE THE GITY OF DOWNEY, CALIFORNIA AND JOE'S SWEEP¡NG, INC. DBA NAT¡ONWIDE ENVIRONIUIENTAL SERVICES DATED: December 13, 2018 EXHIBIT A STREET SWEEPING SERVICES AGREEMENT THIS AGREEIIIIENT (the "Agreement") is entered into this 13th day of December 2018, by the Gity of Downey, a charter city and municipal corporation organized under the laws of the State of California (hereafter "City"), and Joe's Sweeping, lnc., 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'. REGITALS: WHEREAS, the City is obligated to sweep public streets and municipalparking lots to comply with the requirements of the Califomia RegionalWater Quality Control Board, Los Angeles Region Order No. 01-182, National Pollution Elimination System Permit No. CAS004OO1, 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 Gity and the Contractor are rnindful 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 errange with residents and other entities in the City of Downey for the street sweeping services, and safe disposal of sweeping waste; and UVIIEREAS, 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, afleys, 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 WHÊREAS, the City's Municipal Code empowers the City Councilto enter into agreements with any person or corporation and to prescribe the terms and conditions of such agreements; and WHERÊAS, the City Counciladopted an ordinance on Novemþer 13, 2018, authorizing the execution of this Agreement. NOW, THEREFORE, the parties agree as follows: CITY OF DOWNÊY STREET SWEEPING SERVICES AGREEMENT -2- ARTICLE I DEFINITIONS SECTION 1.1. DEFINITIONE. The following capitalized names and terms shall have the meanings set forth below: "Agreemenf'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. "AgreementYea/'means the year beginning on December 13 and ending December 12 of the following year. "Appendix" means the appendix to this Agreement, as the same may be amended or modÍfied from time to time in accordance with 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 foregoíng 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 MunicipalCode. "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, modífication, or written change in administrative or Judicial interpretation on or after the Agreement Date of any Applicable Law; or 2)the order or judgment of any Governmental Body, on or after the Agreement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of ¡easonable 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. 'C¡ty' means the City of Downey, a Californía charter city and municipal corporation as it now exists or as its boundaries may from time to time be changed "Cíty Code" means the Downey MunicipalCode, as the same may be amended, supplemented or modified from time to time. CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -3- "City lndemnified 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, recreationalvehicle parks, restaurants, professional offices, clubhouses, places of entertainment, manufacturing plants, and private schools "Contractor" means Joe's Sweeping lnc., a Califomia 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 Contractorfor providing the street sweeping services, including without limitation containers, vehicles, transfer stations, maintenance and storage facilities, administrative facilitíes 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 processíng 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-Gosts" 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" meens 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 offìcer thereof acting withín the scope of his or her authority. "Gross Revenue" means any and all revenue or compensation ín any form derived directly or indirectly by Contractor for the collection, transportation and disposal of street sweeping materials. "lnsurance Requiremenf'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 Entitlemenf'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 AGREEIVIENT 4- "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 atl 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 ef. seg.), the FederalOccupational Safety and Health Act (29 U.S.C. section 651 ef. seg.), the California Regional Water Quality Board, Los Angeles Regional Order No. 01-182, Nationa! Pollution Elimination System Permit No. C4S004001, 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. "OvvneC' meens the person holding the legal title or having a right to possession to the real property constituting the Premises to which street sweeping services are provided or required to be provided hereunder. 'State' means the State of California "Term" has the meaning specified in Article lX hereof "Ton" means a "short ton" of 2,000 pounds. "Uncontrollable Circumstance" means only the following acts, events or conditions, whether affectíng the City or the Contractor, to the extent that it materially and adversely affects the ability of either pafi 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), hunicane, landslide, líghtning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot, or civil disturbance; a Change in Law; the failure of any appropriate Governmental Body or private utility having operationaljurisdíction in the area in which the Operating Assets are located to provide and maintain utilities, services, water and sewer lines and power transmission lines to the Operating Assets which are required for the performance of the street sweeping services, and which directly (2',) (3) CITY OF DOWNEY STREET SWÊÊPING SERVICES AGREEMENT -5- results in a delay or curtailment of the performance of the street sweeping services; and (4, lt 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; (0 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 Contractods Subcontractors or suppliers in connection with street sweeping services; (g) any failure of any subcontractor or supplier to furnísh labor, materials, service or equipment for any reason; (h) equipment failure; or (i) any act, event or circumstance occuning outside of the United States. SECTION 1.2. INTERPRETATION ln this Agreement, unless the context otherwise requires: A. References. The terms "hereby", "hereof, "herein", 'hereunde/'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 ínclude correlative words of the feminine and neuter genders and words of the feminine gender mean and include correlatíve words of the masculine and neuter genders, and words importing the singular number mean and include the plural number and vice versa. C. Persons. Words importing persons include firms, companies, CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT .ı" associations, general partnerships, limited partnersh¡ps, 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 Davs. All references to days herein are to calendar days, includÍng Saturdays, Sundays, and holídays, except as otherwise specifically provided G. Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement. H. Applicable Law. This Agreement shall be governed by and construed in eccordance with the applicable laws of the State of California. l. Severabilitv. lf 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 ín Section 1.1 hereof shall control in the event of any conflict with the definitions used in the recitals hereto. CITY OF DOWNEY STREËT SWEEPING SERVICES AGREEMENT -1- ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR SECTION 2.I. REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR. The Gontractor, 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.lltre ArÍhorizalion and Bindino Oblioation 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 condit¡on of any judgment, decree, agreement (including, without limitation, the certificate of incorporation of the Contractor) or instrurnent 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 Litioation. There is no action, suit or other proceedíng as of the Agreement Date, at law or in equity, before or by any court or governmental authority, pending or, to the Gontracto/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 Gontractor in connection with the transactions contemplated hereby, or which would materially and adversely affect the performance by the Gontractor of its obligations hereunder or by the Contractor under any such other agreement or instrument. E. No Leqal Prohibition. The Contractor has no knowledge of any Applicable Law in etfect on the Agreement Ðate which would prohibit the performance by the Contractor of this Agreement and the transactions contemplated hereby. F. lnformation Supplied bv the Contractor, The information supplied by the Contractor in all submittals made in connection with negotiation and execution of this Agreement is conect and complete in allmaterial respects. CITY OF DOWNEY STREEÎ SWEEPING SERVICES AGREEMENT .8- ARTICLE III ASSIGNMENT AND TRANSFER SECTION 3.I. ASSIGNMENT AND TRANSFER OF AGREEIIIENT. A. Consent of Citv Required. 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. lmoosition of Conditions, The City may impose nonmonetary conditions and restrictions on any epproval 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. SECTION 3.2. CHANGE IN CONTRACTOR OWNERSHIP OR CONTROL. A. Current OwFership 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 othenruise 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. Merqer, Sale, Transfer and Chanqe 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 entlty, or permit one or more other entities to consolidate with or merge into it. D. Transfer of Votinq 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. SEGTION 3.3. PAYMENT OF CERTAIN COSTS BY CONTRACTOR. If 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 admínistratíve expenses of the City and consultants and attorneys' fees and expenses. Bills shall be suppoded wíth evidence of the expense or cost incurred. The Gontractor 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 AGREENiENT -10- ARTICLE IV SERVTCES SECTION 4.1. SERVICES A. Services Provided. ln compliance with allterms 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, municipaf 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 hereafier collectively referred to as "service," "work," "sweeping," "street sweeping o, "street sweeping collection", "sweeping services." References to such terms throughout the Agreement are assumed to apply to street sweeping, unless otherwise specified. B. Sweepino 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 modifíed 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 shallgive due regard primarily to the peace and convenience of persons residing orworking in Downey. C. Holidavs and lnclement Weather. No street sweeping shall be performed on the followíng 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 Gontractor 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 Sweepinq Schedules. lf 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 additionalsweeper 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 GITY OF DOWNEY STREET SWEEPING SERVICES AGREEII¡IENT -11- is necessary to clean it. Debris that cannot be swept or vacuumed by mechanícal sweepers or vacuum shall be removed manually. F. Restriction of Sweepinq 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 Sweepinq Waste. The Contractor shalltransport 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 Gity. 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. l. Emergency Services DuriFg Work Hours. During regular work hours, Monday to Friday from 6:00 a.m. to 6:00 p.m., the Cíty 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 wÍthin 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. Emerqencv Services After Hours. During weekends, City holidays and after work hours (Monday to Friday, 6:00 p.m. to 6:00 a.m.), the Gity 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 actualwork hours as set forth in Appendix Ð. Failure to respond within the designated time will result in a penalty as outlined in Section 6.4 (C) of this Agreement. SECTION 4.2. GENERAL REQUIREIIIENTS RELATING TO COLLECTION. A- Noise. The Contractor shall conduct all street sweeping collection in as quiet a manner as possible. The noise level generated by equipment or vehicles shall not exceed a single-event noise level of seventy-five (75) decibels at a distance of twenty-five (25) feet from the vehicles. Contractor shall submit to City, upon City's request, a certificate of vehicle noise level testing by an independent testing entity approved by the City. Each vehicle used for the collection, hauling and disposal services identified in this Agreement shall be equipped with an audíble waming devÍce that is CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -12- act¡vated 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 shall secure all waste chambers on sweepers. C. Emplovees Behavior and Dress-. The Contractor shalltake all steps necessary to ensure that its employees performing sweeping services conduct themselves in a professionalworkmanlike 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 Cíty. 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. sEcTroN 4.3. DTSPOSAL. A. Disposal of Street Sweepino 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 Gontractor. The Contraclor shall solely be responsible for the transportation of all waste(s). B. Disposal Location. At its discretion, the City shall have the optíon 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. ln 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 locatlon 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. ln 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. Disposal Records. The Contractor shall keep and manage such logs, records, manÍfest; bills of lading or other documents as necessery or appropriate to confirm compliance by the Contractor with this Agreement and shall retain allweight 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. D. Pavment of Disposal Fees. The City shall pay, or make anangements for CITY OF DOWNEY STREET SWEEPING SERV¡CES AGREEMENT -13- the payment of, all tÍpping fees and other disposal or processing charges imposed by the owner or operator of the disposal facility to be used by the Contractor for the disposal of sweeping waste or, if applicable, the Designated Disposal Facility. CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -1+ ARTICLE V OPERATING ASSETS SECTION 5. I. CONTRACTOR OPERATING ASSETS. A. Oblioation 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 Agreement 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 1 I 86 & 1 186.1 Clean Water Act, NPDES, CARB, EPA and BMP. Allsweepers 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 Equipment ldentifìcation. The Contracto/s name, localphone 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 equípment without the prior approval of the City, except signs or markings relative to use of such equipment including trafüc safety signs or markings or instructions regarding filling or placement of collection bins. C. Vehicle Specifications, Maintenance and Appqarancq. All vehicles used by the Contractor in providing the street sweeping services shall be registered with the Department of Motor Vehicles of the State of California, shall be approved by the City, shall be kept clean and in top mechanical condition, and shall be uniformly painted. Vehicles used to collect or transport sweeping waste shall be kept covered at all times, except when such material is actually being loaded or unloaded or when the vehicles are moving along a cleaníng route in the course of sweeping. Any cover or screen shall be so constructed and used so 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. ln addition to being powered by CNG, all vehicles will comply with the low emission requírement of the South Coast Air Quality Management District (SCAOMD), especially Rules 1186 & 1186.1 and shall be approved make/model by SCAQMD. The City reserves the right to inspect the Contracto/s vehicles at any time to ascertain said conditÍon, 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 Agreement. 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 necessery repairs on such equipment. D. lnventorv of Operatinq Assets= The Contractor shallfurnísh the City with an inventory of Operating Assets used by the Contractor to provide street sweeping CITY OF DOWNÊY STREET SWEEPING SERVTCES AGREEMENT -15- servaces 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 (VlN), 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 shallfrom 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 wíth Appticable Law, the lnsurance Requirements, and prudent street sweeping management practices. SECTION 5.3. COMPLIANCE WITH APPLICABLE LAWS. The Contractor shall comply with the City Municipal Code and all otherApplicable Law(s), shall obtain and maintain all Legal Entitlements required for the Operating Assets and the street sweeping services, and shall comply with allvalid acts, rules, regulations, orders and directions of any Governmental Body applicable to the Operating Assets and the street sweepíng services provided hereunder. The Contractor shall keep all records indicating compliance required by the Federal lmmigration and ControlAct of 1986 and shall make such records available for inspection by the City upon request- All equipment and services rendered underthis Agreement shall comply with the SCAQMD Rules 1186 and 1186.'t. SECTION 5.4. . The Contractor shall pay alt Taxes lawfulty 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.lNSì!¿tsANçE. The Contractor shall at all times during the Term of this Agreement, at its own cost and expense, obtain and maintain insurance on allthe Operating Assets meeting the requirements set forth in Appendix C hereto, lf any useful part of the Operating Assets shall be damaged or destroyed, the Contractor shall as expeditiously as may be possible, commence and diligently prosecute the repair or replacement of the damaged property so as to restore the same to use to the extent required to perform the street sweeping services in accordance with this Agreement. CITY OF DOWNEY STREET SWEEPTNG SERVICÉS AGREEMENT -16- ARTICLE VI GENERAL REQUIREiIIENTS 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 Manage/). 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 Ani 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 wíth 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 daíly reports regarding citizen complaints and the volume and tonnage of debris collected by sweepers. SECTION 6.2. PUBL¡C ACCESS TO THE CONTRACTOR. A. Office Facilitv. 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 Contracto/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. Availabilitv 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 Contracto/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 Contractols offìce shall be accessible by a toll-free telephone number for customer service on any City directory as requested by the City. The Contractor's tollfree telephone number shall be prominently displayed on Contractor's street sweeping equipment. Said tollfree telephone number shall also be posted on the Contractor's website and the Gity's website. C. Emerqencv Telephone Number. The Contractor shall maintain an emergency telephone number for use outside of normal busíness 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 Contractofs 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. SECTION 6.3 INCIT}ENTAL ITEMS 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 sufficíent 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 C¡TY 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. lf the Contractor damages or causes to be damaged any traffic counting equipment or appurtenances the Contractor shall bear the entire cost for restoration, repair, inspections, testing, or replacement of the traffic counting equipment. SECTION 6.4. SERVICE COMPLAINTS. A. Complaínts 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 neme 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 Contractot'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 Complaints. 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. Damaqes For Service Related to Performance Failures. The Director of Public Works shall levy a charge in the amounts listed below for Contractor's failure to meet the requirements of this Agreement. The Director of Public Works' decision to levy any such charge shall not be deemed an election of remedies but shall be cumulative with any other remedíes provided for in this Agreement. The City's decision to noi 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 per Section 6-7(F). (1) Failure to conect deficiency(ies) (not satisfactory cleaned) within twenty-four (24) hours of notice of the deficiency(ies): $25.00 per occurrence; CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT .18- each addit¡onal twenty-four (24) hour period: $25.00 per occurrence. (2) Failure to clean up spillage or litter (including leakage from vehicles) within 90 minutes of report: $50.00 per occurrence. (3) Failure to process a damage claim within thirty (30) days: $100.00 per occufÏence. (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: $1 00.00 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 íncrease when Contractor has received a penalty for a partícular 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'.25o/o 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 decisíon ín 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 Pubtic Works decision shall be final. ln the event the Contractor does not submit a written request for a meeting within ten (10) calendar days CITY OF DOWNEY STREET SWEEPING SERVIGES AGREEMENT -19- 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. lf monies are owed to the Contractor, the City may deduct an amount equal to the amount of the assessment from the amounts otherwise owed to the Contractor. The City and the Contractor acknowledge that consistent, efficient operation is of utmost importance to the residents of the City and that the City has considered and relied on Contractor's representations as to its quality of service commitment in entering into this Agreement. The City and Contractor further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. SECTION 6.5. PROMOTIONS. A. Comnlunitv Relations Proqram. All materials produced by the Contractor relating to thís 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 facsímile 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. SECTION 6.6. RECORDS. A. Maintenance Records: Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Director of Public Works or designated representative to evaluate the performance of those services. The Director of Public Works or designated representative shall have full and free access to such books and records at all reasonable times/including the right to inspect, copy, audit and make records and transcripts from the records. B. Ownership 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 employrnent or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use at its own expense. Contractor shall have an unrestricted right to use the intellectual and business concepts embodied therein. C. Release of Documents: Reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall not be released CITY OF DOWNEY STREET SWEEPING SERV¡CES AGREEMENT -20- publicly by the Contractor without the prior written approval of the Director of Public Works. Gity may publicly release any or all of the drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of this Agreement as it desires or is required to release by law. SECTION 6.7. REPORTS. The Contrac{or 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: Gity of Downey 11 I 11 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 Contracto/s facility on demand and to conduct audits of reports identified in this Agreement, unless otherwise specified. A. Reoular 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 Contracto/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 contaíned in Contractor's Monthly Report attached here to as Appendix E. C. Emerqencv Servíce Report. The Gontractor will submit a report on a monthly basis of the emergency 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. D. Complaint Report. Contractor will submit a monthly report of the service compfaints. The City may request additional details concerning any cornplaint 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 wíll include but not limited to labor, materials, fuel, disposal, insurance and other operational practices and costs. lf 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 Contractofs operations. This second audit will be paid for CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -2't- by the Contractor. The independent firm conducting the second audit will be selected by the Contractor. F. Annual Review of Performance and Qualitv of Service. At City's sole option, City may conduct an annual review of the Contractods 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. ln addition, any resident may submit comments or complaints during the review period, either orally or in writing, and these may be considered. lf 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. Verification. The City reserves the right to verify any information supplied by the Contractor. The Director of Public Works, 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 PublicWorks 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 allApplicable 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 Vll hereof relatlng to adjustments in the Service Fees as a result of Changes in Law. SECTION 6.9. SUBCONTRACTORS. 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. ln the event subcontractors are utilized, the Contractor shall provide the Gity with direct eccess 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 AGREEÎIIENT -22- ARTICLE VII COIIIPENSATION SECTION 7.1 COMPENSATION: The Contractor shallsubmit 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. Regular street sweeping services Additional street sweeping servíces Emergency services during work hours Emergency seruices after hours Additional street sweeping and related services in public right-of-way 1. Additional sweeping of Downey Avenue (Firestone Boulevard to 4h 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 2nd Street 4. Pressure washing decorative pavers on sidewalk along Firestone Boulevard 5. Pressure wash walfs, trash cans, benches and hardscape 11 locations on sidewalks along Firestone Boulevard 6, Pressure washíng City parking structure's stainnrells, replace trash liners of trash receptacles, clean interior of elevator SECTION 7.2 ADJUSTMENTS TO COITTIPENSATION: A. Street Sweepinq Services. Begínning November 1,2019 and each November 1 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 a. b. c. d. e. CITY OF DOWNEY STREET SWEEPING SERVICES AGREEÙIENT -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 lndex (CPl) published by the United States Department of Labor, Bureau of Labor Statistics. The parties agree that the CPI adjustment shall þe calculated by using the Consumer Price lndex 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 ínclude 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 busíness and include labor, insurance, waste disposal, and equipment Operation and Maintenance (O&M) costs. The Gity reserves the right to conduct an audit of the Contractor's files at any time, and to verify the rate of the Consumer Price lndex. Upon successful completion of an audit, it is the City's sole decision to approve or deny said request. (¡¡) Fuel Costs. - ln 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. lt 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 Contracto/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 Contractofs request for a fuel cost increase. lf, 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 ín Section 7.2 A, in writing to be received by the City's Director of Public Works via certified mail no later than August 30 of each year beginning August 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 SWËEPING SERVICES AGREEMENT -24- ARTICLE VI¡I DEFAULT, TERMINATION FOR CAUSE AND DISPUTE RESOLUTION 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 Contractods obligations hereunder to provide the street sweeping services on the terms and conditions provided herein. Neither party shall have the right to terminate this Agreement for cause except after an Event of Default determined in accordance with the provisions of this Article Vlll shall have occurred and be continuing. sEcTroN 8.2. B|GHT OF THE C|TY TO CONTRACT OUT SERVICES lN CERTA¡N CI RCU IIISTANCES. A. Contractor Failure to Perform for anv Reason. Should the Contractor, for any reason whatsoever, fails, refuses or is unable to conduct street sweeping seryices, 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 (a8) 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, to suspend this Agreement, to enter into a contract with another contractor to provide street sweeping services during the period of such failure, refusal or inability to perform the street sweeping services, or during the period of emergency. B. Contractor Repair. The Contractor further agrees that, ín the círcumstances 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 egrees 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. ln such event, the Ciiy 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. ln the event the reimbursement is not made, the City may draw upon any security required to be maintained thereunder. D. Contractor Resumption of Service. lt is further agreed that the Cíty may at any time, at its discretion demand that the Contractor resume street sweeping CITY OF DOWNEY STREET SWEEP¡NG SERVICES AGREEMENT -25- servíces as provided in thís Agreement whereupon the Contractor shall be bound to resume the same, SECTION 8.3. EVENTS OF DEFAULT OF CONTRACTOR. 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-Comoliance. 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 Cleaninq. The failure of the Contractor, except as may be excused by Uncontroflable Circumstances as defined herein, to perform at least 99.95% of the gross number of sweeplngs 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 subsectíon A (1), A (4) and A (5) in this Section 8-3, failure or refusal of the Contractor to perform any other tem, covenant, obligation or condition contained in this Agreement, except that no such failure or refusal shall give the City the right to terminate thís Agreement under this subsec{ion unless: a. The City has given prior written notíce to the Gontractor, 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 occuned or constitutes a material breach of this Agreement nor corrected or dilígently taken steps to conect 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 conected such default and completed such action to the satisfaction of the City wíthin 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. Voluntarv Bankruotcv. 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 a court of a receiver or trustee for all or a substantial portion of its property or CITY OF DOWNEY STREEÏ 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. lnvoluntarv Bankruptcv. The final adjudication of Contractor's involuntary petition under the Bankruptcy Act, but no such adiudication 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 ímmediately terminate this Agreement. 6. Termination: Liquidated Damaoes Pavable to the Citv. lf 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. Adequacv of Termination Liquidated Damaqes. The parties egree that the City's actual damages upon termination of the Gontractor 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 occuned, and that such termination liquidated damages shall constitute the only damages payable by the Contractor upon such termination for cause, regardless of legaltheory. 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 providíng 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 consíderation, 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 Costq. The Contractor agrees to pay to the City all fees and expenses incuned 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 SÉRVICES AGREEMENT -27 SECTION 8.4. EVENT OF DEFAULT BY THE CITY. A. Event of Citv Default Defined. Each of the following shall constitute an Event of Default on the part of the City: 1) Bankruptcv or lnsolvencv. 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 eny 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 Gontractor 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 ríght, 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 exercíse thereof or the exercise of any other right, power or remedy. SECTION 8.6. NO CONSEQUENTIAL OR PUNITIVE DAMAGES. ln 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, punitíve 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 legaltheory. SECTION 8.7. FORUM FOR DISPUTE RESOLUTION. lt is the express intentíon of the parties that all legal actions and proceedings related to this Agreement or to the street sweeping services or to any ríghts 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 in Los Angeles County having appropriate jurisdiction. SECTION 8.8. ADIUIINISTRATIVE 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. ln the event that such disputes cannot be resolved by the parties hereto within tharty (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 SÊRVICES AGREEMENT -28- SECTION 8.9. PUBLIC ñlEETING. lf either party requests, the City Council may hold a public meeting to review any and all information provided by eíther party related to a dispute with respect to this Agreernent. Addítionaldocumentation may be requested by the Council. The public meeting may be continued by the Council as it determines is necessary,-The City Council's decision shall be finalwith regards to the disputed issue(s). C¡TY OF DOWNEY STREET SWEEP¡NG SERVICES AGREËIì,IENT .29- ARTICLE IX TERf'Jl SECTION 9.1 TERlll. The term of this Agreement shall commence on December 13, 2018 and shall end on December 12, 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 Council and Contractor. lf 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- ARTICLE X i,IISCELLAN EOUS PROVISIONS SEGTION I0.1. INDEMNIFICATION. 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 lndemnified 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, egents, 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 Contractorwith respect to this Agreement or any of the, transactions contemplated hereby; (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 GERCLA, 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 Contractofs own cost, expense and risk, any and all such aforesaid suits, actions or other Lega! Proceedings of every kind that may be brought or instituted against City lndemnified Parties. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City lndemnified Parties, in any such suit, action or other Legal Proceeding. Contractor shall reimburse City lndemnified Parties, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contracto/s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City lndemnified 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 lndemnified Parties' own negligent acts, errors or omissions or willful misconduct. This indemnification provision is for the protection of the Cíty lndemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement. SECTION I0.2. UNCONTROLLABLE CIRCUMSTANCES GENERALLV, 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 Agreernent (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. Mitíqation. The party experiencíng 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 wr¡tten description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2)the date the Uncontrollable Circumstance began and the cause thereol its estimated duration, the estimated time during which the performance of such party's oblígations hereunder wil! be delayed, (3) the estimated amount, if any by which the compensation may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the Contractor or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. While the delay continues, the Gontractor or City shallgive daily notice to the other party updating the information previously submitted. SECTION 10.4. RELATIONSHIP OF THE PARTIES. Neíther 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 СSCRIMINATION. 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 physícal or mental disability or any other protected class created by law. The Gontractor 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 dísability or other protected class created by law. Such action shall include, without limitation, recruitment and recruítment advertising; layoff or termination; upgrading, demotion, transfer, rates of pey or other form of compensation; and selection for training, including apprenticeship. The Contractor shall impose the nondiscrimination 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 shalf take all reasonable actions necessary to enforce such provisions. The Contractor will post in conspicuous places, avaílable to employees and applicants for employment, not¡ces setting forth this non-discrimination clause. SECTION 10.6. ACTIONS OF THE CITY IN ITS GOVERNilENTAL CAPACITY. Nothing in this Agreement shall be interpreted as limiting the rights and obligations of the City ín 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. B¡NDING EFFECT. This Agreement shall bind and inure to the benefit of the parties hereto and any successor or assignee acquiring an ínterest hereunder consistent with the provisions hereof. CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -32- SECTION 10.8. AMENDiIENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly executed by both parties. SECTION 10.9. 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 ln connection herewith. SECTION 10.f 0. NOTICES. Any notices, reports or other communications required or permitted hereunder to be given to the City shall be in writlng and shall be sufficiently given only if delivered in person to the City Clerk, 11111Brookshire Avenue, Ðowney, California 9A214 with a copy also delivered in person to: Director of Public Works City of Downey 1 1 1 1 1 Brookshire Avenue Downey, California 94241 Any notices or communicatÍons 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. AniSamuelian, Vice President Joe's Sweeping, lnc. 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. SECT¡ON 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. [Signatures on Next Pagel CITY OF DOWNEY STRËEÎ SWEEPTNG SERVICES AGREÉMËNT -33- lN WITNESS WHEREOF, the parties hereto have executed this agreement on the dates indicated below. C¡TY OF DOWNEY, a California municipal corporation and charter city Sean Ashton, Mayor ATTEST: Maria Alicia Duarte, CMC, City Clerk APPROVED AS TO FORM: Yvette M. Abich Garcia City Attorney JOE'S SWEEPING lNC. dba NATIONWDE ENVIRONMENTAL SERVICES Ani Samuelian, Mce President By:By CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -3+ APPENDIX A \ f¡-,+ s F. CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -35- APPENDIX B STREET SWEEPING SERVICES LOCATIONS/SCHEDU LE OF PERFORITIANCE ïhe frequency of sweeping shall be at least: 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. Finalsweeping 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) l. Residential Areas All other City streets, See Map "Street Sweeping Schedule" 2. lUlajor lntersections 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) lmperial Hwy. at: Old River School Rd., Paramount Blvd., Downey Ave., Brookshire Ave., Lakewood Blvd., ClarkAve., Bellflower Blvd., Woodrutf Ave. lone (1) time per week4.1 lResidential Schedule as Posted Same day as residentiallOne (1) time per week4.2 lMajorlntersections See details belowffwo (2) times per week4.3 lCommercial lDowntown [*" 4.4 (2) times per week illonday and Thursday; 4a.m.-7a.m. [wo (2) times per monthB þlleys Same day as residential Same day as residential; 7 a.m. - ) a.m.learrinO Lots (Park Facilities) lone (1) time perweek lfUeOians (Raised and Painted) and lOne (1) time per week lLeft Turn Pockets I )Ihursday lParking Lots (Downtown Area) [One (1) time per week il/onday, 4 a.m.-7 a.m. lParking Structure (Downtown) lOne (1) time per week [Iidnight Sat - 4 a.m. Sun Friday:4a.m.-6a.m.lPublic Works Yards (2)lOne (1) time perweek\5 lOne (1) time per yearf lHoliday Lane Parade CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -36- e) Lakewood Blvd. at: Bellflower Blvd.. ClarkAve. 3. Commercial I Areas NOTE: Gommercial areas need to be swept two times per week, three days apart. Example: flllonday and Thu¡sday in accordance with the time schedule outlined in this Agreement. 4. Downtown Area (9 curb miles) Paramount Bl. both side railroad tracks south of Firestone Bl. to 7th Myrtle St-raílroad tracks south of Firestone Blvd. to 3rd St. La Reina Ave. - Nance St. to 4th St. Ðowney Ave. - railroad tracks south of Firestone Blvd. to sth St. Civic Center Dr. - 3rd St. to Brookshire Ave. Brookshire Ava. - railroad tracks south of Firestone Blvd. to 5th St. 3rd St. - Paramount Blvd. to Civic Center Dr. 2nd St.'Paramount Blvd. to Dolan St. Firestone Blvd. - Paramount Blvd. to Brookshire Ave. a. st. b. c. d. ê ¡. g. h. ¡. Albia St Paramount Bl. to Allev westerlv IBOTH 6-7a Fifth st.Paramount 81. to Allev westerlv IBOTH 6-7a 6-7aFourth Pl Paramount Bl. to Alley westerlv IBOTH Melva St,Paramount 81. to Allev westerly IBOTH 6-7a Paramount Bl.Lubec St. to Florence Ave IBOTH 6-7a Paramount Bi.6-7aFlorence Ave. to lrwingrove Dr. lgOfH Paramount Bl.7th St. to QuillSt.BOTH 6-7a Paramount B!.Puritan St. to South Citv Limits IBOTH 6-7a Second St.Paramount Bl. to Allev westerlv IBOTH 6-7a Seventh St.6-7aParamount 81. to Alley westerly leOfFl Sixth St.Paramount 81. to Alley westerlv IBOTH 6-7a Third St.Paramount Bl. to Allev westerlv IBOTH 6-7a Florence Ave Brookshire Ave. to Lakewood Bl. INORTH 6-7a Florence Ave 6-7aBrookshire Ave. to Lakewood Bl. lSOUfft 6-TaStudebaker Rd Florence Ave. to Benfield Ave. IEAST Firestone East City Limit to West City Limit IBOTH ì-7a Lakewood North Citv Limit to Gardendale IBOTH 6-7a Patton Rd. to Lakewood Bl IBOTH 6-7aCleta St. 6-7aDowney Ave Fourth St. to Sixth St.leorþt 6-7aLa Villa St.Downey Ave. to Allev easterlv IBOTH Old River Sch.Rd Florence Ave. to Rio Hondo Pl IBOTH 6-7a Downev-Norwalk E/O Reoentview Ave IBOTH 14a Washburn Rd. to Seaaca St IBOTH 1-4aPangborn Ave 1-4aReqentviewAveWashburn Rd to R.R. Tracks leOfhl Seaaca St.E/O Panborn Ave IBOTH 1-4a Washburn Rd.Woodruff Ave. to Reqentview Ave. IBOTH 14a Washburn Rd Cornuta Ave. to Woodruff Ave. ÍBOTH 6-7a Woodruff Ave Firestone Bl. to Everest Ave. IBOTH 6-7a 6-7aWoodruff Ave Belcher St. to South City Límits IBOTH STREET LIMITS SIDE TIME CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -37- New St. - 2nd St. to 4th St. Dolan Ave. - railroad tracks to Firestone Blvd. Nance St. - Myrtle St. to Downey Ave. Paramount Bl., west side, from sth St. to the railroad tracks south of Firestone Bl. 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 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. lndependence Park (2 lots) - 12334 Bellflower Blvd 7 . Apollo Park (Zlots) - 1254A Rives Ave. 8. Golden Park - 8840 Golden St. 9. Treasure lsland Park - 9300 Bluff Rd. Medians (Raised and Painted) and Left Turn Pockets (approximately 16 miles) Parking Lots (Downtown Area) 1. 8100 block of Firestone Blvd. (adjacent to U.S. Post Office) between Firestone Blvd.& 2nd Street. 2. 8100 block of 3rd St. W/O La Reina Ave. 3. South side of 2nd St., east of Downey Ave. 4. East of Downey Ave., between 2nd St., & 3rd St. 5. City Hall lot, east of Civic Center Dr. and north of 3rd St. 6. City Hall lot, west of Brookshire Ave. and north of Civíc Center Dr. 7. Northerly half of lot south of Civic Center Drive and west of Library. 8. Downey Depot Transportation Genter F. Paking 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 at9252 Stewart & Gray Road2. Maintenance Yard at 12324 Bellflower Blvd. H. Holiday Lane Parade J. k. t. m n. D. E- CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -38- CITY OF DOWNEY STREET SVVEEF'ING SCHET)ULE iir,apj N'ETüAT ',. 1.00 PT -,t:{û Prl I. Ï,l8¡AAY rUEsAÁYl0:ûllÂI 1:tl0 Ptl t'onï tt1o.f, i J. WE:/tlE50ÁY /:00 Áf . 11:00 Ä[f,-... " lt :.¡. ñÊ0.r€s0¡Y.!.-rooa¡ ¡oopfi i .;i !. t: ;: l0 00 AH . 2:00 Pil a t ¡ t ¡l!lt¡ ÉI 'TiUÊSOAY| ù0 Pt$ .¡ û'L:.I. I¡ 3tÁY '1')0AY II ?\\. ¡. I l'i I r_:. t. t'JnÞ' t. a i , "!r'-i a I' I k "HUESCÁY ,(1.00 At . ¿-r¡0 10:00 All 2:ll0 PIFRIDAY ;i¡ ?RroAY FRIDÂY , 7:00 Âl ll 00 ÂI ;3 1 t; "[. Ir¡'AM 2.00 H{)tlOAY ,tdD rl¡ ¡ l 01) Pil HCIiEAY ? È' i I I 'l I YiIHCAY t0 A¡rt ' 1 JütTlÆâ-- ¡l !- Il' ¡ , CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT -39- APPENDIX C REQUIRED INSURANCE A. The Contractor shall continuously maintain the following insurance coverages for the entire term of this Agreement: 1.1 Full Workers' Compensation lnsurance 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 Gity; 2.1 Commercial General Liability insurance, including coverage for Premises and Operations, Contractual Liability, Personal lnjury Liability, Products/Completed Operations Liability, Broad-Form Property Damage (if applicable) and lndependent 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 Com prehensive 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. lnsurance ís to be placed with insurers with a current A.M. Best's rating of no less than A:Vll and which are authorized to transact insurance business in the State of California by the Department of lnsurance. 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, Gity of Downey, 11111 Brookshire Avenue, Downey, CA 90241. "lt is agreed that any insurance maintained by Nationwide Environmental Services, a Division of Joe's Sweeping, lnc. 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 ÐOWNEY STREET SWEEPIi¡G SERVICES AGREEMENT .40- E. Each insurance policy required by thís 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 lnsurance 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, clai m ad m inistration and defense expenses. G. Prior to commencing any work under this Agreement the Gontractor shall deliver to the City lnsurance Certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, the Contractor shall provide to the City endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance cornpany and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it sháll be the Contracto/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- ln 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: Obtain such insurance and deduct and retain the amount of the premium for such insurance for any sums due under this Agreement; 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 requírements hereof; Terminate this Agreement. l- 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 Gontracto/s failure to maintain insurance or secure appropriate endorsements. J. Contractor shall include all subcontrac;tors as insured under its policies or shaf I furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. K. Nothing herein contained shall be construed as limiting in any way the 1 2 3 4 CIÍY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT 41 extent to which the Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or lts subcontracto/s performance of the work covered under this Agreement." CITY OF DOWNEY STREET SWEEPING SERVICES AGREEMENT 42- APPENDIX D Approved Gost Sheet Street Sweeping Services STREET SWEEPING SERVICES. 1. Annual Street Sweeping Services: a) Fixed and Variable Gosts b) Fuel Costs (1,590 gallons per month @ $2.49/gal) TotalCosts Additional Services: Emergency Service During Working Hours Emergency Services After Hours ADDITIONAL SWEEPING AND CLEANING SERVICES 1- AdditionalStreet Sweeping of Downey Avenue (From Firestone Boulevard to 4th Street) NOTE: NEED TO BE SWEPT SEVEN (7) TIMES PER WEEK, MONDAY THROUGH SUNDAY 4. Pressure Washing: A. Decorative Pavers (1,031' X 10') Located on Sidewalks along Firestone Boulevard (Tuesday mornings) B. Wafls, Trash Cans, Benches and Hardscape 11 Locations A. 2. 3. 4. $323,419.90 Per Annum $47,509.20 Per Annum $370,929.10 $13.28/ Curb Mile $60.00/ Hour $75.00/ Hour $15,480 PerAnnum $2,700 PerAnnum $1,140 PerAnnum $26,940 Per Annum B, 2. Sweeping of City Parking Lot 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 Located East of Downey Avenue, North of 2nd Street NOTE: NEED TO BE SWEPT ONE (1) TIME PER WEEK, MONDAY CITY OF DOWNEY STREET SWEEPING SERVICES AGREEftIENT 43- APPENDIX D (Continued) Located on Sidewalks along Firestone B. (once per week) 5. Pressure Washing of City Parking Structure's Stairwells (Two (2) Times per Month 2nd and 4th Saturday) Replace Trash Liners of Trash Receptacles (Two (2) Times perWeek Saturday and Sunday) Clean lnterior of Elevator (Three (3) Times perWeek, Saturday, Sunday and Monday) $9,000 PerAnnum NOTE: Adjustments to Sectíons A(1)(a), A(1Xb), A(2) through A(4), B(1) through B(5), are permitted pursuant to Article Vll, Section 7.2 of this Agreement. GITY OF DOWNEY STRÊËT SWEEPING SERVICES AGREEIUIENT .tu- APPENDIX E MONTHLY REPORT 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 (PerAppendix B): _Yes -NoAdditional Services:Curbs Miles/Hours Emergency Services During Working Hours: Hours Emergency Services AfterWorking Hours. _ Hours Number of Complaints Received: Complaints Resolved CITY OF DOWNEY STREET SWEEPING SERVICES AGREEfIJIENT 45- St r e e t Sw e e p i n g an d ot h e r Se r v i c e s Co s t Co m p a r i s o n Ch a r t Þ -{-{Þ o :E m z {o So m e streets swept 3 ti m e s / w e e k A nu m b e r of additional se r v i c e s . City pays se p a r a t e l y for disposal of tr a s h Pa y s se p a r a t e l y for ha u l i n g and disposalof tr a s h ln c l u d e s sweeping of pa r k i n g lots Ad d i t i o n a l cost for parking lo t s , Ar t e r i a l s twice /week So m e streets gets swePt 3 ti m e s / w e e k $2 6 . 7 4 $3 0 . 3 5 $4 3 . 0 0 $4 8 . 5 9 $5 4 . 6 3 $2 2 . 8 8 $5 0 5 , 3 4 7 . 1 2 85 ' , 1 7 , 0 2 3 . 4 8 $5 4 6 , 1 8 0 . 0 0 $6 4 4 , 9 6 8 . 0 0 $1 9 5 , 6 9 6 . 0 0 $8 0 4 , 9 9 6 . 0 0 $1 3 0 , 0 0 0 . 0 0 $5 4 , 9 9 6 . 0 0 $1 2 0 , 0 0 0 . 0 0 $5 1 4 , 9 6 8 . 0 0 $1 9 5 , 6 9 6 . 0 0 $7 5 0 , 0 0 0 . 0 0 $5 0 5 , 3 4 7 . 1 2 $5 1 7 , 0 2 3 , 4 8 94 2 6 , 1 8 0 . 0 0 Di x o n Cl e a n St r e e t s Na t i o n w i d e En v i r o n m e n t a l Na t i o n w i d e En v i r o n m e n t a l Na t i o n w i d e En v i r o n m e n t a l Na t i o n w i d e En v i r o n m e n t a l La k e w o o d Pa r a m o u n t No r w a l k Pi c o Ri v e r a Ly n w o o d Do w n e y An n u a l Sw e e p i n g Co s t Ad d i t i o n a l Co s t s Co s U c u r b mi l e l m o n t h Co m m e n t s To t a l Co s U C on t r a c to r Ci t y