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HomeMy WebLinkAboutC-5600 - MSA for Alley Sweeping Services(3 9 AMENDMENT NO. TWO TO MAINTENANCE SERVICES AGREEMENT v WITH AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES FOR ALLEY SWEEPING SERVICES THIS AMENDMENT NO. TWO TO MAINTENANCE SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 23rd day of March, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and AGO INDUSTRIES, INC., a California corporation doing business as SO CAL PROPERTY SERVICES ("Contractor"), whose address is 830 West 16th Street, Costa Mesa, California 92627, and is made with reference to the following: RECITALS A. On September 25, 2013, City and Contractor entered into a Maintenance Services Agreement ("Agreement") to engage Contractor to perform alley sweeping maintenance services for the City ("Project"). B. On February 4, 2016, City and Contractor entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to May 31, 2021, to reflect additional Services not included in the Agreement, as amended, to increase the total compensation, to update the Contractor's Project Manager's name, to update the City's Administration of the Agreement, and to update insurance requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on May 31, 2021, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to Amendment No. One, and Exhibit A to this Amendment No. Two shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONTRACTOR Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit AGO Industries, Inc. DBA So Cal Property Services Page 1 B to the Agreement, Exhibit B to Amendment No. One, and Exhibit B to this Amendment No. Two shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Fifty Eight Thousand Four Hundred Forty Dollars and 00/100 ($58,440.00) per year, subject to the allowable annual increase in rates in proportion to changes in the Consumer Price Index as further defined in Section 4.2 below. In any event, the total compensation for all Services performed in accordance with this Agreement, including all reimbursable items and the annual Consumer Price Index adjustment shall not exceed Four Hundred Eighty Thousand Dollars and 00/100 ($480,000.00) for the term of the Agreement. No other changes in the rates or compensation shall be made without prior written amendment to the Agreement." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subcontractor fees, in an amount not to exceed Seventy Thousand Five Hundred Dollars and 00/100 ($70,500.00). 4. PROJECT MANAGER Section 5.1 of the Agreement is amended in its entirety and replaced with the following: "5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Laura Osborne to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel." 5. ADMINISTRATION Section 6 of the Agreement is amended in its entirety and replaced with the following: "This Agreement will be administered by the Utilities Department. City's Utilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement." AGO Industries, Inc. DBA So Cal Property Services Page 2 6. INSURANCE REQUIREMENTS Exhibit C, "Insurance Requirements," Section 5(A), is amended in its entirety and replaced with the following: "A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award." Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time." INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] AGO Industries, Inc. DBA So Cal Property Services Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 3/q/7 Zp2O CITY OF NEWPORT BEACH, a California uni ipal corporation Date: g 1 2"o 2'O BY J�, By: fes; Aaron C. Harp vWOS14AIi4 Gra . Leung City Attorney Citmanager ATTEST: Date: 3, k D � Leilani 1.rown City Clerk CONTRACTOR: AGO INDUSTRIES, INC., a California corporation, DBA SO ':9 Date: 0 `) Z j (O J �Lo c --0 By: Laura Osborne Contracts Administrator [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates AGO Industries, Inc. DBA So Cal Property Services Page 4 EXHIBIT A SCOPE OF SERVICES The Scope of Services is hereby supplemented to include the following locations for regular weekly Service by Contractor (52 weeks per year): 1. 32nd Street Parking Lot; and 2. Bayfront Alley and Marine Avenue. AGO Industries, Inc. DBA So Cal Property Services Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES Location: Frequency: Number of Monthly Cost: Annual Cost: Sweeps per Year: 32nd street Once per 52$150.00 $1,800.00 Parking Lot week Bayfront Alley Once per 52 $95.00 $1,140.00 and Marine week Avenue Total $245.00 $2,940.00 Additional Location Amount: AGO Industries, Inc. DBA So Cal Property Services Page B-1 tJ J AMENDMENT NO. ONE TO ✓? MAINTENANCE SERVICES AGREEMENT v WITH AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES FOR ALLEY SWEEPING SERVICES THIS AMENDMENT NO. ONE TO MAINTENANCE SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 4th day of February, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES, a California corporation ("Contractor"), whose address is 830 W. 16th Street, Costa Mesa, California 92627, and is made with reference to the following: RECITALS A. On September 25, 2013, City and Contractor entered into a Maintenance Services Agreement ("Agreement') to engage Contractor to perform alley sweeping maintenance services for the City (`Project'). B. City desires to enter into this Amendment No. One to reflect additional Services not included in the Agreement and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONTRACTOR Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work'). Exhibit B to the Agreement and Exhibit B to this Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Fifty Five Thousand Five Hundred Dollars and 00/100 per year ($55,500.00), subject to the allowable annual increase in rates in proportion to changes in the Consumer Price Index as further defined in 4.2 below. In any event, the total compensation for all Services performed in accordance with this Agreement, including all reimbursable items and the annual Consumer Price Index adjustment shall not exceed Four Hundred Nine Thousand Five Hundred Dollars and 001100 ($409,500.00) for the term of the Agreement. No other changes in the rates or compensation shall be made without prior written amendment to the Agreement." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subcontractor fees, in an amount not to exceed Fifteen Thousand Five Hundred Dollars and 001100 ($15,500). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOrEY' OFFICE Date: 1 /a 16 By: Aaron C. Harp c�,M .%I zq jq City Attorney ATTEST: Date: �, �• �IO By: ziw- , Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: c c' ��- Dave `K' City Manager CONTRACTOR: AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES, a California corporation J n gamalian Pr ident Date: 0 1 Z 9Z U� Contracts Administrator [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES Page 3 a L cgte �oR�'�� CITY OF NEWPORT BEACH, a California municipal corporation Date: By: c c' ��- Dave `K' City Manager CONTRACTOR: AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES, a California corporation J n gamalian Pr ident Date: 0 1 Z 9Z U� Contracts Administrator [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES Page 3 EXHIBIT SCOPE OF SERVICES AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES Page A-1 Additional services for Marina Park parking lot The Contractor shall be responsible for using high-powered vacuum sweeping trucks and high- volume air blowers for: 1. Parking lot sweeping, which includes controlling the buildup of litter, trash and debris on the property. Contractor shall be responsible for the sweeping and trash removal at: 1. All parking lots; 2. Driveways and entrances; 3. Back and side alleyways; and 4. Air -broom and pick up debris from sidewalks, in and around trash enclosures, in and around parking lot planters, trash containers, curb lines, between wheel stops to curbs and any other hard to reach areas. Includes planter box adjacent to building. EXHIBIT B SCHEDULE OF BILLING RATES AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES Page B-1 ADDITIONAL LOCATION ADDED TO BILLING RATE SHEET Number of Sweeps per Year 52 LOCATION Monthly Cost Annual Cost per Location • Marina Park Frequency: Once a week $ 250.00 $ 3,000.00 Extra Service by request $85.00 per request MAINTENANCE SERVICES AGREEMENT WITH AGO INDUSTRIES, INC. DBA SO CAL PROPERTY SERVICES FOR ALLEY SWEEPING SERVICES THIS MAINTENANCE SERVICES AGREEMENT ("Agreement') is made and entered into as of this 25th day of September, 2013 ("Effective Date"), by and between the City of Newport Beach, a California municipal corporation and charter city ("City"), and AGO INDUSTRIES, INC., a California corporation doing business as ("DBA") SO CAL PROPERTY SERVICES ("Contractor"), whose address is 830 W. 16th Street, Costa Mesa, CA 92627, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform alley sweeping maintenance services for the City ("Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on May 31, 2020, unless terminated earlier as set forth herein. 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 2.2 Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Fifty Two Thousand Dollars and 00/100 per year ($52,000.00), subject to the allowable annual increase in rates in proportion to changes in the Consumer Price Index as further defined in 4.2 below. in any event, the total compensation for all Services performed in accordance with this Agreement, including all reimbursable items and the annual Consumer Price Index adjustment shall not exceed Three Hundred Ninety Four Thousand Dollars and 001100 ($394,000.00) for the term of the Agreement. No other changes in the rates or compensation shall be made without prior written amendment to the Agreement. 4.2 Consumer Price Index. Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the billing rates set forth in Exhibit B ("Billing Rates") shall be adjusted in proportion to changes in the Consumer Price Index ("CPI"), subject to the maximum adjustment set forth below. Such AGO Industries, Inc. DBA So Cal Property Services Page 2 adjustment shall be made by multiplying the Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI -U)", for the Los Angeles -Riverside -Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed 2.5% of the Billing Rates in effect immediately preceding such adjustment. 4.3 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.4 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.5 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Brandon Fitzgerald to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. AGO Industries, Inc. DBA So Cal Property Services Page 3 Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Operations Support Superintendent or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a AGO Industries, Inc. DBA So Cal Property Services Page 4 result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement, AGO Industries, Inc. DBA So Cal Property Services Page 5 It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. mL il6117:7\.[a3 Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any AGO Industries, Inc. DBA So Cal Property Services Page 6 general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. AGO Industries, Inc. DBA So Cal Property Services Page 7 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Operations Support Superintendent Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: AGO Industries, Inc. DBA So Cal Property Services Page 8 Attn: Brandon Fitzgerald AGO Industries, Inc. DBA. So Cal Property Services 830 W. 16th Street Costa Mesa, CA 92627 24. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. TERMINATION 25.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 25.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. LABOR 26.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 26.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. AGO Industries, Inc. DBA So Cal Property Services Page 9 26.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other casts of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rales, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. AGO Industries, Inc. DBA So Cal Property Services Page 10 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California, 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. (SIGNATURES ON NEXT PAGE] AGO Industries, Inc. DBA So Cal Property Services Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO EY'S OFFICE Date: / By: l �a! Aaron C. Harp City Attorney ATTEST: Date: 4 P- &- Leilani I. 6rown City Clerk®!!! ,a U CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Keith D. CLKry Mayor CONTRACTOR: AGO INDUSTRIES, INC. a California corporation, DBA So Cal Property Services Date: Q`( t(:a �,-3 By: ic-^ ( j� Laura Osborne Operations Manager Date: CD' pl /17/Z®l By: �oFitzgerald %mow Contracts Administrator [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements AGO Industries, Inc. DBA So Cal Property Services Page 12 EXHIBIT A SCOPE OF SERVICES • INTENT The intent of these specifications is to provide alley sweeping services in approximately 33 miles of improved alleyways throughout the City of Newport Beach on a twice -per month basis, and periodic cleaning of the Civic Center parking structure as was described in the Request for Proposals ("RFP") issued July 19, 2013 as RFP No. 14-4, which is incorporated herein by reference. • DESCRIPTION OF PROJECT o Furnish all labor, equipment, materials, and supervision to perform maintenance as described herein including, but not limited to, the following: • Using modern mechanical or vacuum street sweeper, thoroughly sweep each improved alley in the City on a regularly scheduled basis. • The term of this agreement will be for seven (7) years. WORKING HOURS o Normal working hours shall be within a nine (9) -hour day between the hours of 7:00 a.m. and 4:00 p.m., Monday through Friday. No motorized equipment shall be operated before 7:00 a.m. and no later than 4:00 p.m. Sweeping the Civic Center parking structure will take place during the hours of 5:00 a.m. and 7:00 a.m., at the frequency set forth by the Project Administrator. • LEVEL OF MAINTENANCE o All work shall be performed in accordance with the HIGHEST INDUSTRY STANDARDS, as stated in the enclosed maintenance specification description. Standards and frequencies may be modified from time to time as deemed necessary by the City for the proper maintenance of the sites. o If, in the judgment of the City, the level of maintenance is less than that specified herein, the City shall, at its option, in addition to or in lieu of other remedies provided herein, withhold appropriate payment from the Contractor until services are rendered in accordance with specifications set forth within this document and providing no other arrangements have been made between the Contractor and the City. Failure to notify of a change and/or failure to perform an item or work on a scheduled day may, at the City's sole discretion, result in deduction of payment for that date, AGO Industries, Inc. D.B.A. So Cal Property Services Page A-1 week, or month. Payment will be retained for work not performed until such time as the work is performed to City standard. o The Contractor is required to correct deficiencies within the time specified by the City. If noted deficient work has not been completed, payment for subject deficiency shall be withheld for current billing period and shall continue to be withheld until deficiency is corrected, without right to retroactive payments. i QUALITY OF WORK AND MATERIALS o All material and equipment furnished by the Contractor shall be high grade, and free from defects and imperfections, unless otherwise hereinafter specified. Workmanship shall be in accord with the best standard practices. Both materials and workmanship shall be subject to the approval of the Project Administrator. l=P.RI: 11J=1!I1I.11I:JzftiTiF' [OH o The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for adherence to the specifications expressed within the Scope of Work. Supervisors and foremen must communicate effectively in both in written and oral English. All operator personnel must be able to communicate effectively in English. o All personnel working at the outlined areas shall be neat in appearance and in uniforms approved by the Project Administrator. All personnel shall wear identification badges or patches o Work shall be performed by competent and experienced operators. All employees must have the appropriate class of driver's license for the type of equipment they are operating. o All hours shall be made up if there are absences to the Contractor's workforce (including sick days and vacations.) Where advanced notice is provided to the Contractor, the Contractor shall provide replacements for those absences. i SUPERVISION OF CONTRACT o All work shall meet with the approval of the Project Administrator. There shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress and to establish areas needing attention. o Any specific problem area, which does not meet the conditions of the specifications set forth herein, shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be MON Wei -1911 o.i. made until condition is corrected in a satisfactory manner as set forth in the specifications. • EQUIPMENT o All vehicles and equipment used in conjunction with the work shall be maintained in a neat, clean, and orderly manner and shall be in good working order. The Municipal Operations Director, or his authorized agent, may reject any vehicle or piece of equipment and order it removed from the service area(s). o Vehicles and equipment must meet all current federal, State, and AQMD regulations. Contractor vehicles used within this contract shall, at all times, bear identification signs that the contractor is performing services for the City. The Project Administrator shall approve these signs prior to installation by the contractor. o AQMD Rule 1186.1 requires that any governmental agency that contracts for sweeping services to seek bids from companies using alternative -fuel sweepers. Should the City not receive any alternative -fuel sweeping bids, the City may contract for non-altemative fueled sweepers, but must ensure such sweepers are only fueled with low -sulfur diesel and outfitted with approved control devices(s) that are installed and maintained per the manufacturer's specifications. o Ultimately, the City is responsible for compliance with AQMD Rule 1186.1, and as such must consider any bidder(s) that propose to use alternative - fuel sweepers over a lower priced bidder that proposes the use of low - sulfur diesel sweepers o Proposals utilizing sweepers having a GVW less than 14,000 pounds are exempt from AQMD Rule 1186.1. • SPECIFICATIONS o These specifications are intended to cover all labor, material and standards of workmanship to be employed in the work called for in these specifications or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. . CORRESPONDENCE o All correspondence shall be addressed to Operations Support Superintendent, Municipal Operations Department, City of Newport Beach, PO Box 1768, Newport Beach, California 92663-3884. Y PROVISIONS FOR EXTRAS AGO Industries, Inc. D.B.A. So Cal Property Services Page A-3 o No new work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate is approved in writing by the City before the work is commenced. The Contractor will be required to provide before and after photographs of safety items which were made without prior City approval. Documentation of contract compliance may be required on some occasions. 9 STREET CLOSURES, DETOURS, BARRICADES o Warning signs, lights, and devices shall be installed and displayed in conformity with the most recent addition of `The California Manual on Uniform Traffic Devices' for use in performance of work upon highways issued by the State of California, Department of Transportation and as directed by City staff. o Beacon lighting visible from behind the vehicle will be installed on vehicles working along City streets and alleyways ® WATER o The Contractor will be issued water meter(s), which must be utilized when filling equipment from City fire hydrants. The Contractor will be responsible for the deposit required to obtain the water meter(s) and all charges stemming from the use of City water. • DISPOSAL o The Contractor shall utilize the sweeper -dumping bin at the Corporation Yard to dispose of sweepings or such other refuse in bins as provided by the City. Said dumping shall occur between the hours of 7:30 a.m. and 3:30 p.m. Monday through Friday only. The City shall be responsible for disposal. Contractor shall furnish records of material collected and disposed of at the Corporation Yard on a monthly basis to the City. o Disposal and washout will be permitted only in the designated area of the Corporation Yard. • RECORDS o The Contractor shall keep accurate records concerning all of his/her employees or agents. The Contractor shall provide this information in an organizational chart as changes in staffing occur. Additionally, the Contractor shall provide the City with names and telephone numbers of emergency contact employees. o The Contractor shall complete a monthly maintenance report indicating work performed and submit this completed report to the Project Administrator. This report should also contain a description, including man-hours, equipment, and any additional work which the Contractor AGO Industries, Inc. D.B.A. So Cal Property Services Page A-4 deems to be beyond the scope of the contract and which has been approved by the City in accordance with the Agreement. Payment for any extra work will not be authorized unless the additional work and costs thereof are first approved in writing by the City in accordance with the Agreement. o The Contract shall submit a phone log of all calls from the Municipal Operations Department and the City of Newport Beach Police Department to the Contractor, whether or not those calls require a request for services, and a description of the action taken from the City call. o The Contractor shall, within fifteen (15) days of the effective date of an executed agreement, prepare and submit a written annual sweeping calendar to the Project Administrator. If it is necessary to make periodic revisions to this maintenance schedule, a modified calendar must be submitted to the Project Administrator for approval prior to the date the changes are to take effect. o The Contractor shall permit the City to inspect and audit its books and records regarding City -provided services during regular business hours. • EMERGENCY SERVICES o The Contractor will provide the City with names and telephone numbers of at least two (2) qualified persons who can be called by City representatives when emergency maintenance conditions occur during hours when the Contractor's normal work force is not present in the City of Newport Beach. These Contractor representatives shall respond to said emergency within thirty (30) minutes of receiving notification. • CONTRACTOR'S OFFICE o Contractor is required to maintain an office within a one (1) hour response time of the job site and provide the office with phone service during normal working hours. During all other times, a telephone answering service shall be utilized and the answering service shall be capable of contacting the Contractor by cell phone or pager. Contractor shall have a maximum response time of thirty (30) minutes to all emergencies. There will be no on-site storage of equipment or materials. Contractor will have full responsibility for maintaining an office and a yard. . SCHEDULES o Annual Schedule The Contractor shall work with the City to meet current alley sweeping schedules. AGO Industries, Inc. D.B.A. So Cal Property Services Page A-5 • The Contractor shall complete the schedule for each functional area in a manner which shall correspond to the twice per month schedule. ■ The annual schedule shall be submitted for City approval within fifteen (15) calendar days after effective date of the contract. ■ The Contractor shall submit revised schedules when actual performance differs substantially from planned performance. o Monthly Schedule • The Contractor shall provide monthly schedule forms indicating the major items of work to be performed in accordance with the performance requirements and further delineate the time frames for accomplishment by day of the week and by morning and afternoon. • The Contractor shall complete the schedule for each item of work and each area of work. • The initial schedule shall be submitted one week prior to the effective date of the contract. Thereafter, it shall be submitted monthly on the first Monday of the month for City approval, prior to scheduling work for the upcoming month. • The Project Administrator shall receive changes to the schedule at least twenty-four (24) hours prior to the scheduled time for the work. • Failure to notify of a change and/or failure to perform an item of work on a scheduled day may result in deduction of payment for that date or week. • The Contractor shall adjust his/her schedule to compensate for all holidays and rainy days. Sweeping and litter removal shall be scheduled for all holidays and rainy days, unless otherwise indicated by the City. o Civic Center Parking Structure • Detail and sweep the three floor/level parking structure with 450 parking spaces at 100 Civic Center Drive. The structure measures 158,155 square feet. • Service and blow off three interior stairwells, two exterior stairwells, and bamboo planters. AGO Industries, Inc. D.B.A. So Cal Property Services Page A-6 • Work shall be completed between the hours of 5:00 a.m. and 7:00 a.m. in order to minimize disruption as people arrive for work. ■ Schedule and frequency of work will be determined by the Project Administrator and may occur on an as -needed basis. o Performance on Schedule The Contractor has been provided the maximum latitude in establishing work schedules, which correspond to its manpower and equipment resources. The Contractor has also been provided the opportunity and procedure for adjusting those schedules to meet special circumstances. Therefore, all work shall be completed on the day scheduled, as shown on the weekly schedule. f'd�7di77iTiI1.[�3�7871�C ► i� � i _f�:r�:7 o During the periods when inclement weather hinders normal operations, the Contractor shall adjust his/her work force in order to accomplish those activities that are not affected by weather, o Failure to adjust the work force to show good progress on the work shall result in deduction of payments to reflect only the work actually accomplished. o The Contractor shall immediately notify the Project Administrator when the work force has been removed from the job site due to inclement weather or other reasons. • SAFETY REQUIREMENT o All work performed under this contract shall be performed in such a manner as to provide maximum safety to the public and where applicable, comply with all safety standards required by CAL -OSHA. The Project Administrator reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. All contractor vehicles shall have a "W.A.T.C.H." Work Area Traffic Control Manual at all times. o The Contractor shall maintain all service areas free of hazards to persons and/or property resulting from his/her operations. Any hazardous condition noted by the Contractor, which is not a result of his/her operations, shall be immediately reported to the Project Administrator. • ADVERTISING AGO Industries, Inc. D.B.A. So Cal Property Services Page A-7 o No advertising of any kind or description, bill posters, printed, painted, or by the use of any other method application legible to human sight, shall appear on any equipment, buildings, structures, fences, canopies, posts, or signs except valid and authorized legal notices required to be placed thereon and except as may be specifically authorized in these general conditions. • MAINTENANCE AND TECHNICAL RESPONSIBILITIES o Each alley shall be swept clean to the adjacent property line. "Swept clean" means minimal debris residual or tailings remaining when complete. Sweepers must not blow debris onto private property. • Sweeper will not leave behind any debris, sand, and gravel in alley. • Alley sweeping may require multiple passes by the sweeper to ensure maximum coverage. • A sweeping vehicle will not sweep more than five miles an hour in alleys. o Water spray dust control systems will be used in every alley and completely operational on each sweeper. o Gutter brooms must not be allowed to get so short as to create unsatisfactory sweeping. o Sweeper will have a beacon on the top of the cab and warning lights (amber in color) on the rear of the hopper. o Sweeper will be washed out daily and the exterior of the sweeper will be kept clean for a professional appearance. o If a vehicle is blocking an alley, the operator is required to return to see if the vehicle has moved and the alley can be swept. o City provided dashboard placard must be displayed while working in the City -"Providing Services to the City of Newport Beach." AGO Industries, Inc. D.B.A. So Cal Property Services Page A-8 � INNIKE SCHEDULE OF BILLING RATES PROPOSAL OFFER FORM UNIT PRICES A. The Contractor agrees that for requested and/or required changes in the scope of work, including additions and deletions on work not performed, the Contract Sum shall be adjusted in accordance with the following unit prices, where the City elects to use this method in determining costs. B. Contractor is advised that the unit prices will enter into the determination of the contract award. Unreasonable prices may result in rejection of the entire bid proposal. Unit prices listed below refer to all items installed including but not limited to, materials, labor, overhead, and profit for the contractor. C. The unit price quoted by the Contractor shall be those unit prices that will be charged or credited for labor and materials to be provided regardless of the total number units and/or amount of labor required for added or deleted items of work. D. All work shall be performed in accordance with specifications described in the RFP. AGO Industries, Inc. D.B.A. So Cal Property Services Page B-1 Updated BI -Monthly Sweeping Schedule Gasoline Diesel Number of Sweeps per Year 1 24 1 24 KWTOINIi Annual Cost per Annual Cost per Location Location Area 1 Newport Shores Balboa Peninsula – Newport Pier to the river jetty 0 Cannery Village $ 6,480.00 6,480.00 Area 2 Newport Heights • Dover area 200 and 300 block alleys of 32"d street to 44th street, Finley tract and Newport Island Area 3 0 Balboa Peninsula - Newport Pier to the Wedge Area 4 • Balboa Island • Marine Ave Alleys (weekly) 8,640.00 I 8,640.00 10,800.00 10,800.00 8 640.00 8,640.00 Area 5 0 Corona Del Mar – North side of Coast Highway $ 6,480.00 6,480.00 Area 6 0 Corona del Mar– South side of coast highway $ 6,480.00 6,480.00 East Coast Hwy between Jamboree and Avocado $ (Eastbound bike lane) 900.00 — 900.00 Total Annual Cost 48,420.00 48,420.00 AGO Industries, Inc. D.B.A. So Cal Property Services Page B-2 1. Alley Sweeping 2. Civic Center Parking Structure FUNCTION COST/UNIT OF MEASURE 1.1. Using gasoline -fuel $ 35.38 /mile sweepers of alley swept 1.2. Using low -sulfur diesel sweepers ■ Including all cleaning services described above ■ Structure is 158,155 Sq. Ft. $ 35.38 /mile of alley swept $ 55.00 /per occurrence AGO Industries, Inc. D.B.A. So Cal Property Services Page B-3 *14511:1111 INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented AGO Industries, Inc. D.B.A. So Cal Property Services Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Umbrella or Excess Liability Insurance. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits of not less than four million dollars ($4,000,000) that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. AGO Industries, Inc. D.B.A. So Cal Property Services Page C-2 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractors compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions, Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any sub - consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to AGO Industries, Inc. D.B.A. So Cal Property Services Page C-3 proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. AGO industries, Inc. D.B.A. So Cal Property Services Page C-4