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HomeMy WebLinkAboutC-3658 - Contractor Agreement for Alley Sweeping10 4 6-3t 50 ) CITY OF NEWPORT BEACH ALLEY SWEEPING CONTRACTOR AGREEMENT THIS AGREEMENT, entered into this 9th day of September of 2008, by and between the City of Newport Beach, a Municipal Corporation and Charter City ( "City"), and, Jonset Corporations, a California Corporation doing business as ( "DBA ") Sunset Property Services located at 16251 Construction Cir W, Irvine, CA 92606 ( "Contractor "), is made with reference to the following Recitals: RECITALS WHEREAS, the City desires to obtain contract services for the sweeping of approximately 33 miles of City alleyways. WHEREAS, on June 10, 2008 a Request for Proposals (RFP) requesting proposals for the sweeping of City alleyways was mailed to firms. WHEREAS, Jonset Corporations ( "Contractor") has been deemed to be the most qualified to perform the work out of those firms which responded to the RFP. WHEREAS, the Contractor desires to enter into an Agreement to provide services to the City and acknowledges that the City has relied upon its representations and commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. WHEREAS, the Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement NOW, THEREFORE, the Parties agree as follows: 1. TERM Unless earlier terminated in accordance with Section 20 of this Agreement, the Term of this Agreement shall be for a period of two (2) years. The term shall commence on September 15, 2008, after City Council approval of this Agreement, and upon receipt and approval of all required insurance. The term of this Agreement shall automatically be extended for three (3) additional one (1) year terms (automatic extensions) with the extensions to automatically commence upon the expiration of the initial term or any extended term, unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate this Agreement at the conclusion of the initial term or any extension. Time is of the essence in the performance of services under this Agreement. 0 0 2. CONTRACTOR DUTIES Contractor shall perform the services specifically described in, and in strict compliance with the Scope of Work ( "Contract Services ") as described in the RFP and the Contractor's proposal. The Contract Services shall be performed at least as frequently as specified in the RFP and Contractor's proposal. City shall have the right to alter frequency of maintenance as necessary to ensure highest industry standards of maintenance. Proposal Unit Prices and Total Annual Costs are contained in Exhibits A and B. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement. 3. WORKMANSHIP. SUPERVISION, AND EQUIPMENT A. The Contractor shall provide a work force sufficient to perform the Contract Services and all members of the work force shall be legally documented. B. All Contract Services shall be performed by competent and experienced employees. Contractor shall be responsible for compliance with all local, state, and federal laws and regulations. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform Contract Services. C. The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for adherence to the specifications by directly overseeing the contract operations. All supervisory personnel must be able to communicate effectively in English (both orally and in writing). Any order given to supervisory personnel shall be deemed delivered to the Contractor. The supervisor assigned must be identified by name to ensure coordination and continuity. D. All Contractor personnel working at the outlined areas shall be neat in appearance and in uniforms as approved by the Operations Support Superintendent when performing Contract Services. All Contractor personnel shall wear identification badges or patches. Those contract employees working in or adjacent to traffic zones shall wear orange vests. Employees shall not remove any portion of their uniform while working within the City. Employees driving the Contractor's vehicles shall at all times possess and carry a valid Commercial Drivers license issued by the State of California. If the Contract Administrator determines that any person employed by the Contractor has failed or refused to carry out the terms of this Agreement, appears to be incompetent, acts in a disorderly, improper, or unsafe manner, or shows signs of intoxication or other impairment, instead of initiating termination for breach, the Contract Administrator may notify Contractor, who shall take immediate remedial action, which may include removing the employee from the job site. Prior to returning a removed employee to work within the City, the Contractor shall provide in writing the reason for the individual's behavior and the means used to prevent this behavior from occurring again. In no event 0 0 shall Contractor fail to prevent, prohibit, or resolve problems with its employees working after receiving notice of same from the City. Violation of this section by Contractor shall be a material breach of this Agreement and may result in the City terminating the Agreement or temporarily suspending services hereunder, with Contractor being liable for any resulting costs incurred by the City. No action to terminate or suspend shall be taken by City until after Contractor is provided notice and afforded an opportunity to respond or refute the allegations, except that the Contract Administrator may immediately suspend services hereunder if he finds such action reasonably appropriate to protect the public safety, health or welfare. E. All work shall be performed in accordance with the highest maintenance standards. F. Complaints received by the City regarding the Contractor's performance will be transmitted to the Contractor's office in writing, by telephone or facsimile, and handled by the Contractor's Supervisor. All complaints are to receive a follow -up response within twenty -four (24) hours following notification of the Contractor. A report of the Contractor's investigation and the corrective action taken shall be made promptly by the Contractor to the Contract Officer. Repeat complaints may be handled by a joint visit to the site by a City Inspector and the Contractor's Supervisor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City within ten (10) days following the end of the month. G. All vehicles and equipment used in conjunction with the work shall be in good working order and have appropriate safety guards (mowers, etc.). All vehicles shall bear the identification of the Contractor and clearly post "Serving the City of Newport Beach:" All vehicles used to perform work under this Agreement shall remain exempt from AQMD Rule 1186.1. If Contractor proposed to use non - alternative fuel sweepers in its response to the request for proposal, the Contractor shall only use non - alternative fuel sweepers that are under 14,000 GVW, and therefore exempt from AQMD Rule 1186.1 in performing the work. H. Contractor shall provide a manager to coordinate work with the City Administrator and ensure satisfactory performance of Contract Services. The manager shall coordinate work crews on a daily basis to ensure compliance with the terms of this Agreement. I. Work within the City by utility and construction companies may be progressing concurrently with the work under this Agreement. It is the responsibility of the Contractor to be informed of work planned by these parties and to coordinate street sweeping work accordingly. • • J. The Contractor warrants that it has familiarized itself with all City's streets and curbs at the time of commencement of this Agreement. Contractor is also familiar with all existing installations, both public and private, in the area where services shall be performed under this Agreement. Contractor shall provide adequate safeguards to prevent damage to existing structures and improvements. Structures or improvements of any kind, whether public or private, which are removed, damaged or destroyed in the course of work shall be replaced and /or repaired, at the Contractor's expense, to the original condition and to the satisfaction of the City. Failure to have such damages repaired in a timely manner will result in the City deducting from the Contractor's payment the cost to perform the necessary remedial work. K. The Contractor shall at all times use good sweeping practices as dictated by standards within the sweeping industry and will make adjustments to its equipment as necessary. The Contractor must exercise due care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. Sweeping practices include, but are not limited to the following: (1) Sweeping speed shall be adjusted to street conditions with a maximum speed of six (6) miles per hour; and (2) patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. The Contract Officer may require the installation of sweeping speed monitoring devices to record actual vehicle speed during sweeping. Sweepers shall be operated as close to parked cars or other obstacles as safety allows. L. The City may use a Parking Control Officer to cite vehicles for parking during street sweeping hours. The Contractor shall coordinate sweeping activities with the Parking Control Officer. All costs for coordination are the responsibility of the Contractor, and no additional compensation will be allowed. M. The City may at various times and locations temporarily install portable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed in the roadway. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of his contract duties, damages or causes to be damaged any of the aforementioned traffic counting equipment or appurtenances, the Contractor shall bear the entire cost for the restoration, repair, inspection, testing or replacement of said damaged equipment. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor the sum of $82,482 year in 12 equal installments. Contractor shall submit invoices to City on a monthly basis. City shall pay invoices within thirty (30) days after receipt by the City. Payment shall be deemed made when deposited in the United States mail, first class postage pre -paid, and addressed to Contractor as specified in Section entitled "Notices ". Upon the first anniversary of the Commencement Date and upon each anniversary of the Commencement Date thereafter, the Rate to be paid by the City as set forth in Exhibit A shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original Rate 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 one (1) year prior. For example, if the adjustment is to occur effective June 1, 2009, the index to be used for the numerator is the index for the month of March 2009 and the index to be used for the denominator is March 2008. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of. Labor Statistics (1982 84 = 100). 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 Rate in effect immediately preceding such adjustment. The maximum increase to the Rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the Rate in effect immediately preceding such adjustment. 5. INDEPENDENT CONTRACTOR 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. 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 or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the. 6. EXAMINATION OF WORK SITES City makes no representation regarding the order or condition of any area or location for which Contractor is to provide services. City has also made no representation that the site or location of work will be free from defects, apparent 0 0 or hidden, at the commencement of, or at any time during the term of the Agreement. 7. HOLD HARMLESS To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's 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 work performed or services provided under this Agreement (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 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 attorney's 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 the Contractor. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. i. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California; however, in no event shall the Employer's Liability Insurance be less than one million dollars ($1,000,000) per occurrence. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 vehicles, in an amount not less than two million dollars ($2,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability, employer's liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured's with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. 7 0 0 V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Agreement. G. Additional 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. 9. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT A. Contractor may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Contractor acknowledges that these provisions relative to assignments are commercially reasonable and that Contractor does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Contract Services. Contractor may not employ any subcontractors unless specifically authorized by City. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, of the interest of any general partner or joint venture which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. 10. RECORDS /REPORTS A. All Contractor's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Contractor pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Contractor shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. 8 D. The Contractor is required to keep a daily log of all streets swept, including the name and location of the streets and the number of curb - miles swept, along with a description of any special services performed. The log shall be signed by the Supervisor on a daily basis. Each month, a report shall be prepared from the daily log, giving a brief description of all routine, special event, and emergency activities. The log report shall be attached to the monthly invoice submitted to the Contract Officer, A phone log will be submitted monthly of all calls from the City of Newport Beach General Services Department and the City of Newport Beach Police Department to the Contractor, whether or not those calls require a request for service and a description of the action taken from the City call. E. Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 11, ADMINISTRATION A. This Agreement will be administered by the General Services Department. The General Services Director or his/her designees shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. The Administrator or his/her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. B. City shall furnish to Contractor maps, ordinances, data, and other existing information as may be requested by Contractor necessary for Contractor to complete the work contemplated by this Agreement. City also agrees to provide all such materials in a timely manner. 12, INCREASE OR DECREASE IN SCOPE OF WORK A. Contractor shall perform additional /emergency services as requested by the Administrator. The Administrator may give verbal authorization for additional /emergency services, prior to performance of the work, up to One Thousand Dollars ($1,000.00). Contractor must obtain written authorization from the City Administrator prior to the performance of any additional /emergency services that exceed One Thousand Dollars ($1,000.00). Additional services, may be billed in accordance with the per mile unit cost proposed by the Contractor Exhibit C. B. City reserves the right to withdraw certain locations from the Scope of Work to be performed by Contractor pursuant to this Agreement. City shall • • notify Contractor in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any location. In the event a location is withdrawn from the scope of services, compensation to Contractor shall be reduced in accordance with the Contractor's unit costs specified in Exhibit C. In the event the location is withdrawn for a period of less than a full two (2) year term, Contractor's compensation shall be reduced on a prorated basis. 13. DISPUTES PERTAINING TO PAYMENT FOR WORK Should any dispute arise respecting whether any delay is excusable, or its duration, or the value of the work done, or of any work omitted, or of any extra work which Contractor may be required to do, or respecting any payment to Contractor during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Contractor and his sureties. 14. REIMBURSEMENT FOR EXPENSES Contractor shall not be reimbursed for expenses unless authorized in writing by City Administrator. 15. LABOR A. Contractor shall conform with all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. B. 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 notice to City, including all relevant information. C. This agreement shall be paid in accordance Section 1770 of the California State Labor Code and in accordance with the terms of the Southern California Master Labor Agreement, which has established a prevailing rate of per diem wages to be paid in the performance of this agreement. The Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703 -4774, and requesting one from the Department of Industrial Relations. All parties to the contract shall be governed by all provisions of the California Labor Code Relating to prevailing wage rates (Sections 1770 -7981 inclusive). 16. NONDISCRIMINATION BY CONTRACTOR 10 • 0 Contractor represents and agrees that it does not, and will not, discriminate against any subcontractor, consultant, employee or applicant for employment based on race, religion, color, sex, handicap, national origin, or other basis that violates the federal or state constitution or federal or state law. Contractor's obligation not to discriminate shall apply, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 17. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the work. 18.CONFLICTS OF INTEREST A. The 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 financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Contractor will provide a completed disclosure form noting the above. Contractor will comply with the Act and relevant City Resolutions. B. 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 termination of this Agreement by the City. The Contractor shall indemnify and hold harmless the City for any claims for damages resulting from the Contractor's violation of this Section. 19. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: General Services Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: I 0 • �ohn D. Howhoontbion, Prat>�de(-rV vices l ro 1 G role We-:�:A ?a-vine✓ . Oa C1 2(flo(n 20. TERMINATION /DEFAULT A. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Contractor violates any provisions of this Agreement, Contractor shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonably required to cure the default and Contractor fails to give adequate assurance of due performance within two (2) working days after Contractor receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. B. This agreement may be terminated without cause by City upon thirty (30) days written notice. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Contractor may only terminate the Agreement in the event of nonpayment by the City. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) days written notice thereof and the City shall have fifteen (15) working days to cure the alleged breach. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate landscape or hardscape maintenance standards and /or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the City Administrator determines that contract services are performed as well and as frequently as required by this Agreement. 21. COMPLIANCE WITH LAW All services rendered hereunder by Contractor shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 12 • • 23. LICENSES, FEES, PERMITS AND ASSESSMENTS Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 22. WAIVER A waiver by City 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. 21INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties concerning the services to be provided under this Agreement. All preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 25. 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, 26. 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. 27. 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. 28. 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 13 i • the authorship of the Agreement or any other rule of construction which might otherwise apply. 29. 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. 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROV D AS TO FORM: Aaron C. Harp, Asst. City Attorney for the City of Newport Beach ATTEST: By: 0A"t' M-/ LaVonne Harkless, City Clerk W CITY OF NEWPOR BE7ACH, A Mu Mal Corbora ioa Edward SeNcKi, Mayor for the City of Newport Beach CONSULTANT: By: (.C6rpora'e-Qfficer) Title: PrP_t) i d ent -17-0 Print Name:Joho D. Hm hY noe-,-'-)i0fl (Ff &ai- 8##fee� Title: ��('YP�Q►�I � -I -7-(�� Print Name: (1� Y CY1E1'1 Dl�i hQ n11r'�I Q(� e fjaees C'_t)nfm C✓t\---"' ned— do 9 -iI-oE) 0 0 EXHIBIT A CITY OF NEWPORT BEACH Request for Proposal Allay Sweeping Attachment E. Proposal Form July A, 2009 JOHN D. HOWHANNESIAN Date PRESIDENT SUNSET PROPERTY SERVICES IR Moaned 0 Fad Bisset - - Number of Sweeps per Year 24 24 LOCATIONS Annual Cost per Location Annual Cost per Location Area I (Newport HeightdDover Ana) Ana 2 (Sams Ana River Jetty to Superior Avon=) Am 3 (Superior Avenue to Newport Pier) Am 4 (Newport Pier to Balboa Pier) Area 5 (Balboa WandfBalboo Pia/BaTboa Peninsula) Area 6 (Canna del Mar) $ 5,097.39 $IS 179-03 S $ $in 549 $ R -.45 $18,179.03 $ S10,047.06 - TadAnnud Cog $92 482-01) 1 $ July A, 2009 JOHN D. HOWHANNESIAN Date PRESIDENT SUNSET PROPERTY SERVICES IR EXHIBIT B CITY OF NEWPORT BEACH Request for Proposal All" sweeping Attachment F: UrrltPrkes A. The Contractor agrees that for roquesoed and/or required changes m the scone of work, including additions and deletions on work not performed, the Contract Sum shag be adjusted in accordsace with the tbllowing unit prig, where the City elects to use this method in determining coats. 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 and the Contraction Documents and include all costs connected with such itcans; 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 cbsrged 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 wodr. D. All work shall be performed in accordance with specifications described in the RFP. Alley Sweeping S 95-on /mile of alley swept 17 JONSCOR -01 YLM ACORD. CERTIFICATE OF LIABILITY INSURANCE `;1642008 PRODUCER License # OB23506 (868) 541.2900 Vanorsdale Insurance Services 4909 Murphy Canyon Road, Suite 510 San Diego, CA 92123 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AL ItY R THE COVERAGE AFFORDED BT POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Jonset Corporation DBA: Sunset Property Services 16251 Construction Circle West Irvine, CA 92606 INSURER A Hartford Underwriters Insurance Compan LIMITS INSURER B Hartford Casualty Insurance Company X INSURER C:SeaBri ht Insurance Company 20UUNND0240 INSl1RER D: 61112009 M15URER E: 5 11000100 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PART CLAIMS. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City Of iJCWpDR Beech JYPE OF INSURANCE POLICY NUMBER CY FFFECTNE NCY EXPIRATION LIMITS A X GENERALLIAWLRY X COMMERCIALGENERALUABILT' CLAIMS MADE 1XI OCCUR 20UUNND0240 5/1/2088 61112009 EACH OCCURRENCE 5 11000100 PREMISES MIT oc rxw S 500, MEDEXP(Anye Pence) 1 tO,00 PERSONALSADVIIJUAY $ 1,000,00 GENERAL AGGREGATE S 2•000• OENI.AWREGATE X POLICY LWIT APPLIES PER Pte' LOC PRODUCTS - COMP /OP AM 5 2,000• A X AUTOMOBILE X X X UABLITI ANY AUTO ALL OWNEDAuTOS SCHIiDUREOAUTOS HIREDAUTOS NON OWNEOAUIC9 20UUNND0240 511(2008 6/1!2009 COMBINED SINGLE LIMIT (Ea accUeRp S 1,006, BODILY INJURY (Tw Pmm) S HODLYINJURY (Para ) S PROPERTY DAMAGE (Perx de,,Q S GARAGE LIABLfrY ANY AUTO AUfOONLY- EAACUDENT S OTHERTHAN EAACC AUTO ONLY. AGG S S B EXCESSUMBRELLAUMNLITY OCCUR F-1 CLAIMS MADE DEDUCTIBLE X RETENTION S 10,060 2ORHUND0627 6/1/2006 61112009 EACH OCCURRENCE S 2•�• S 2A00• AGGREGATE S S r C WDRKERSCOMPENSATKINAND EMPLOYERS' LIAMUTY ANY PROPRIETORIPARTNERJ ECUTNE OWICERMFJnBER ENCLUDEM HYeN, de tm MYILY SPECIAL PROVISIONS Idea B51081205 5H12008 61112009 X T ELATU- OTIL E.l EACH ACCIDENT S 1,000, E.L DISEASE -EA EMPLOYE S 1•�• E.I. DISEASE - POLICY LIMIT I S 1.000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED MY ENDORSEMENT I SPECIAL PROVISONS See attached page. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) _ %/ ® ACORD CORPORATION 1966 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City Of iJCWpDR Beech DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYSWRITTEN General Services BDich P.O. Box 1768 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO BO SIVILL 3300 Newport Boulevard IMPOSE NO OBLIGATION OR LIABILNY OF ANY KIND UPON THE INSURER TIE AGUNM OR Newport Beach, CA 92659- REPRESENTATIVES. AUT14ORIZED REPRESENTATIVE Or7�. ACORD 25 (2001108) _ %/ ® ACORD CORPORATION 1966 - - - - - - - - - -- -- - - - -- - - ------ JONSCORM YLM PAGE 1 0F1 DESCRIPTION OF OPERATIONS - Jonset Corporation DBA: Sunset Property Services City of Newport Beach 16251 Construction Circle West General Services Director Irvine, CA 92606 P.O. Box 1768 3300 Newport Boulevard Newport Beach, CA 92659- with permission of JRS Risk Services, LL.C. t 10 days notice of cancellation for non - payment of premium. f of Newport Beach, Its elected officials, officers, employees, agents and volunteers are named as additional insureds as pacts General Liability per attached form CG20 29 11 95 and as respects Auto Liability per attached form CA20 46 02 99. verege is primary and noncontributory as respects General Laibllity per attached pages from policy form HG 00101 06 05 and respects Auto Liability per attached pages from policy form CA 0101 10 01. Separate of Insureds applies per attached pages m policy form HG 00 0106 05. Waiver of subrogation applies to Workers Compensation per attached form WC 04 03 06 04 84. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES This endorsement forms a part of the Policy numbered below Policy Number 20 UUN ND0240 + Named Insured 1 JONSET CORPORATION DBA PROPERTY SERVICES _ Policy Change Effective Date Change No. jAgentorBroker 005 IJRS LLC / 2 CHANGE(S) IN CONSIDERATION OF NO CHANGE IN PREMIUM, IT IS HEREBY AGREED AND UNDERSTOOD THAT THE FOLLOWING FORMS ARE ADDED PER ATTACHED. CA20480299 AND CG20261185 "ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. THIS IS NOT A BILL." Installment Premium Schedule Due Dates Prior to this change Result of Change *Revised Installment Additional Return $ $ $ $ Revised installments, if not shown on this endorsement, will be shown in the Declarations or on Form HM 99 01. If Future Annual Installments, this excludes Automobile Premium. This endorsement does not change the policy except as shown. Policy Expiration Date // 05Z01/09 Countersigned by Qy7 l/Le (Where required by law) Auth ' e epresentative Date Form HM 12 01 01 07 • POLICY NUMBER: 20 UUN ND0240 0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: THE CITY OF NEWPORT BEACH, ITS OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS GENERAL SERVICES DIRECTOR CITY OF NEWPORT BEACH P.O. BOX 1768 3300 NEWPORT BOULEVARD NEWPORT BEACH, CA 92659 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to Include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 111 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 0 POLICY NUMBER: 20 UUN ND0240 0 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated below. Endorsement effective 09/17/08 Named Insured Countersigned by JON56T CORPORATION UBA (Authorized Representative) SCHEDULE 'TREeC71'Y�OR1°�EA�H; nTTS OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTTERS GENERAL SERVICES DIRECTOR, CITY OF NEWPORT BEACH P.O. BOX 1768, 3300 NEWPORT BOULEVARD NEWPORT BEACH, CA 92659 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown In the Schedule is an "Insured" for Liability Coverage, but only to the extent that person or organization qualifies as an insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 11 of 1 that are In excess of the applicable limit of insurance. 1 An agreed settlement. means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Fidended Coverage, Builder's Risk, Installation Risk or sirrular coverage for "your work ", (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or 0 X(7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, via will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of., (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described In this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other Insurance permits contribution by equal shares, we will followthis method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HO 00 01106 05 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of . ° each audit period we will compute the earned o premium. for that period and send notice to the first o Named Insured. The due date for audit and ° retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater ° than the earned premium, we will return the excess to the first Named Insured. o c. The first Named insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 0 6. Representations m a. When You Accept This Policy M " By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations,you made to us; and (3) We have issued this policy in reliance upon your i� representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fall to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: c a. As if each Named Insured were the only Named insured; and b. Separately to each insured against whom claim is made or "suit" is brought. B. Transfer Of Rights Of Recovery Against Others To Us _ a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we. have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. Al our, request, the HG 00 0196 05 insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) if the insured has waived any 'rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew. If we decide not to renew this Coverage Part, we will mail or deliver to the .first. Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper, or b. Any other publication that is given widespread public distribution. However, "advertisement° does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4, "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment ". S. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. Page 15 of 1$ Page a of 11 0 ISO Properties, Inc., 2000 CA 00 0110 01 (5) Submit to examination, at our expense, by B. General Conditions physicians of our choice, as often as we 1. Bankruptcy reasonably require. , the Bankruptcy Insolvency n of the 'insured o c. If there is 'loss' to a covered 'auto' or its l t us of any obliga- estate wi0 not ` estate equipment you must also do the following: Y Form, dons under this Coverage Form. ons under (1) Promptly notify the police If the covered 2. Concealment, IhGsrepresentation Or Freud 'auto' or any of its equipment is stolen. This Coverage Form is void in arty case of fraud (2) Take all reasonable steps to protect the You at any rune as it relates to this Coverage covered 'auto' from further damage. Also Form. is also void ft you or any other 'insured', Forty keep a record of our expenses for con- Y exP at any time, intentionally conceal or misrepresent ti sideration in the settlement of the claim. a material fact concerning: (3) Permit us to inspect the covered 'auto' a. This Coverage Form; and records proving the "loss' before Its b. The covered 'auto'; repair or disposition. (4) Agree to examinations under oath at our c. Your interest in the covered 'auto'; or request and give us a signed statement of d. A claim under this Coverage Form. your answers. 3. Liberalization 3. Legal Action Against Us If we revise this Coverage Form to provide more No one may bring a legal action against us under coverage without additional premium charge, this Coverage Form until: your policy will automatically provide the addi- a. There has been full compliance with all the lions] Coverage as of the day the revision is ot- terms of this Coverage Form; and fective In your state. b. Under Liability Coverage, we agree in writing 4. No Benefit To Bailee — Physical Damage that the 'insured' has an obligation to pay or Coverages until the amount of that obligation has finally We will not recognize any assignment or grant been determined by judgment after trial. No any coverage for the benefit of any person or Dr- one has the right under this policy to bring us ganization holding, storing or transporting prop - into an action to determine the 'insured's' 11- erty for a fee regardless of any other provision of ability. this Coverage Form. 4. Lass Payment — Physical Damage Coverages a. Other Insurance At our option we may: a. For any covered 'auto' you own, this Cover - a. Pay for, repair or replace damaged or stolen age Forth provides primary insurance. For any property; covered 'auto' you don't awn, the insurance provided by this Coverage Form is excess exP b. Return the stolen property, at our ense. over any other collectible insurance. However, We will pay for any damage that results to the while a covered 'auto' which is a 'trailer' is 'auto'trom the theft; or connected to another vehicle, the Liability o. Take all or any part of the damaged or stolen Coverage this Coverage Form provides for property at an agreed or appraised value. the 'trailer' is: It we pay for the 'lass', our payment will include (1) Excess while it is connected to a motor the applicable sales tax for the damaged or stolen vehicle you do not own. property (2) Primary while it is connected to a covered S. Transfer Of Rights Of Recovery Against 'auto' you own. Others To Us b. For Hired Auto Physical Damage Coverage, h any person or organization to or for whom we any covered 'auto' you lease, hire, rent or make payment under this Coverage Form has barrow is deemed to be a covered 'auto' you rights to recover damages from another, those own. However, any 'auto' that is leased, rights are transferred to us. That person or or- hired, rented or borrowed with a driver is not a ganization must do everything necessary to se- covered auto'. cure our rights and must do nothing after 'acci- c. Regardless of the provisions of Paragraph a. darn' or 'loss' to impair them. above, this Coverage Farm's Liability Cover- age is primary for any liability assumed under an 9nsured contract'. Page a of 11 0 ISO Properties, Inc., 2000 CA 00 0110 01 d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. We also cover olose to, or 'accidents' involving, a covered 'auto' while being transported between any of these places. S. Two Or Mom Coverage Forma Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- pany affiliated with us apply to the same 'acci- dent', the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy Issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V– DEFINITIONS A. 'Accident' includes continuous or repeated exposure to the same conditions resulting in 'bodily injury' or 'property damage'. B. 'Auto' means a land motor vehicle, 'trailer or semi- trailer designed for travel on public roads but does not include'moblle equipment'. C. 'Bodily injury' means bodily injury, sickness or dis- ease sustained by a person including death resulting from any of these. D. 'Covered pollution cost or expense' means any cost or expense arising out of: 1. Any request, demand, order or statutory or regu- latory requirement; or 2. Any claim or 'suit' by or on behalf of a govern- mental authority demanding that the 'insured' or others test for, monitor, dean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of 'pollut- ants". 'Covered pollution cost or expense' does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migra- tion, release or escape of 'pollutards% a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered'auto% (2) Otherwise in the course of transit by or on behalf of the "insured'; (9) Being stored, disposed of, treated or proc- essed in or upon the covered 'auto'; CA 00 0116 01 0 ISO Properties,, Inc., .2000 Page 9 0111 S. Premium AudR a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we o determine your actual exposures. The esfi- o mated total premium will be credited against the final premium due and the first Named In- sured will be billed for the balance, if any. The o due date for the final premium or retrospective o premium is the date shown as the due date N on the bill. If the estimated total premium ex- ceeds the final premium due, the first Named Inured will get a refund. N b. If this policy is issued for more than one year, o the premium for this Coverage Form will be Ln computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover 'accldents' and 'losses' occurring: a During the policy period shown in the Dacia- - rations; and b. Within the coverage territory. The coverage territory is: a. The United States of America; b. The territories and possessions of the United ° States of America; o. Puerto Rice; _- d. Canada; and e. Anywhere in the world ti: d (1) A covered 'auto' of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and gum (2) The 'insured's' responsibility to pay dam- -' ages Is determined in a 'suit' on the mer- its, in the United States of America, the territories and possessions of'the United States of America, Puerto Rico, or Canada or in a settlement we agree to. We also cover olose to, or 'accidents' involving, a covered 'auto' while being transported between any of these places. S. Two Or Mom Coverage Forma Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- pany affiliated with us apply to the same 'acci- dent', the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy Issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V– DEFINITIONS A. 'Accident' includes continuous or repeated exposure to the same conditions resulting in 'bodily injury' or 'property damage'. B. 'Auto' means a land motor vehicle, 'trailer or semi- trailer designed for travel on public roads but does not include'moblle equipment'. C. 'Bodily injury' means bodily injury, sickness or dis- ease sustained by a person including death resulting from any of these. D. 'Covered pollution cost or expense' means any cost or expense arising out of: 1. Any request, demand, order or statutory or regu- latory requirement; or 2. Any claim or 'suit' by or on behalf of a govern- mental authority demanding that the 'insured' or others test for, monitor, dean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of 'pollut- ants". 'Covered pollution cost or expense' does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migra- tion, release or escape of 'pollutards% a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered'auto% (2) Otherwise in the course of transit by or on behalf of the "insured'; (9) Being stored, disposed of, treated or proc- essed in or upon the covered 'auto'; CA 00 0116 01 0 ISO Properties,, Inc., .2000 Page 9 0111 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right agalnst the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from US.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be * % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description WHERE YOU ARE REQUIRED BY WRITTEN CONTRACT TO OBTAIN THIS AGREEMENT FROM US, PROVIDED THE CONTRACT IS SIGNED AND DATED PRIOR TO THE DATE OF LOSS TO WHICH THIS WAIVER APPLIES. IN NO INSTANCE SHALL THE PROVISIONS AFFORDED BY THIS ENDORSEMENT . BENEFIT ANY COMPANY OPERATING AIRCRAFT FOR HIRE. *The premium charge for this endorsement shall be 2% of the premium developed in the State of California, but not less than $500 policy minimum premium. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/01108 Policy No. BB1081205 Endorsement No. 9 Insured Jonset Corp Policy Effective Date 05/01/08 Insurance Company SeaBright Insurance Company Countersigned By WC 04 03 06 (Ed. 4-84) 01998 by the Workers' Compemtation Insurance Rating Bureau of California. All rights rsssrved. i • • CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 September 9, 2008 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: General Services Department Mark Harmon, Director, 949 -644 -3055 mharmon@city.newport-beach.ca.us SUBJECT. Professional Service Agreement With Sunset Property Services For Alley Sweeping Services�� \ ISSUES: • Should the City execute a Professional Services Agreement with Sunset Property Services of Irvine for alley sweeping services? RECOMMENDATION: 1. Approve the agreement with Sunset Property Services for Alley Sweeping services on a twice- monthly basis. 2. Approve a budget amendment in the amount of $9,724 from the General Fund Unappropriated Reserves, to fund the increase in cost over the expiring contract for the remainder of the fiscal year. DISCUSSION: City staff currently sweeps over 200 miles of City streets each week, and selected business areas on a more frequent basis. This greatly reduces the amount of dirt, debris, and litter that would eventually impact water quality in the harbor and bay. Since 2002, approximately 33 miles of improved alleys have been swept on a twice- monthly basis. Alleyways in the City range from eight (8) to twenty (20) feet in width, and are in a narrow 'T' configuration in beach and Balboa Island areas. These challenges necessitate the use of a relatively small sweeper that is capable of negotiating these challenging areas while effectively mitigating dust during cleaning. • City staff sought proposals for alley sweeping services beginning June 10th. A mandatory pre - proposal meeting was held on June 13th and attended by eleven • Agreemena Sunset Property Services for Alley Sweeping Services September 9, 2408 Page 2 vendors based throughout Los Angeles and Orange Counties. Four vendors submitted proposals by the July 8th deadline. A summary of the proposal prices is attached, and the lowest proposed price was furnished by CleanStreet, at an annual cost of $70,200. CleanStreet was invited to demonstrate the proposed sweeper to City Staff and it was determined that the equipment did not meet the Citys performance requirements. With the second lowest proposed price of $72,000, TSCM was invited to demonstrate the capability of their proposed sweeper, however it was determined that the equipment did not have the required PM10 certification per AQMD Rule 1186. The purpose of this rule is to reduce the amount of dust (particulate matter) that is introduced into the air as a result of sweeping and grading operations. With the third lowest proposed price of $82,482 the current contractor, Sunset Property Services, was able to demonstrate that its proposed sweeper meets the City's performance requirement as well as the related AQMD Rules. Therefore, an agreement with Sunset Property Services is submitted for Council approval. The term of the agreement is for two (2) years and may be extended for three (3) additional one (1) year terms upon agreement of both parties. This agreement includes an annual rate adjustment based in proportion to changes in the Consumer Price Index of a maximum of 4.0% after each 12 month period. With the rate adjustment taken into consideration, Sunset Property Services represents the best value for the City's alley sweeping service needs. FUNDING: The proposed contract is $12,282 more per year than the current contract that the City has with Sunset Property Services and $9,724 more than anticipated in the budget. Consequently, staff is requesting a budget amendment in the amount of $9,724 from the General Fund Unappropriated Reserves into Account 3140 -8088 (Operations Support — Contract Services) to fund the difference over the remainder the fiscal year (September 15, 2008 through June 30, 2009). ENVIRONMENTAL REVIEW: This action requires no environmental review, as it is not a project pursuant to CEQA. • • U Agreement with Sunset Property Services for Alley Sweeping Services September 0, 2008 isPage 4 Attachments: (1) Summary of Alley Sweeping Proposals (2) Professional Services Agreement with Sunset Property Services for Alley Sweeping Services (3) AQMD Rule 1186 PMio Clarification Letter (4) CleanStreet Negative Performance Response Letter (5) TSCM Lack of PM,o Certification Letter (6) Sunset PMIoCertifiication Letter n U Agreement Sunset Property Services for Alley Sweeping Services September 9, 2008 Page 5 • ATTACHMENT 1 Summary of Alley Sweeping Proposals • • Total Difference Fuel Type 14,000 GVW Current Contractor $78,000 $7,800 Unleaded Under CleanStreet (Diesel) $70,200 - Diesel Under TSCM $72,000 $1,800 Unleaded I Under Sunset Property Services $82,482 $12,282 Unleaded Under CleanStreet (Alternative Fuel) $85,800 1$15,600 1 CNG Over Nationwide Environmental 1$125,720 Services $55,520 Unleaded Under • • • C� • • Agreement with Su nset Property Services for Alley Sweeping Services September 9, 2008 Page 6 ATTACHMENT 2 Professional Services Agreement with Sunset Property Services for Alley Sweeping Services 0 ! CITY OF NEWPORT BEACH • Request for Proposal Alley Sweeping CONTRACTOR AGREEMENT THIS AGREEMENT, entered into this _ day of of 2008, by and between the City of Newport Beach, a Municipal Corporation and Charter City ( "City"), and, Jonset Corporations, a Corporation located at 16251 Construction Cir W, Irvine, CA ( "Contractor "), is made with reference to the following Recitals: RECITALS WHEREAS, the City desires to obtain contract services for the sweeping of approximately 33 miles of City alleyways. WHEREAS, on June 10, 2008 a Request for Proposals (RFP) requesting proposals for the sweeping of City alleyways was mailed to firms. WHEREAS, Jonset Corporations ( "Contractor ") has been deemed to be the most qualified to perform the work out of those firms which responded to the RFP. WHEREAS, the Contractor desires to enter into an Agreement to provide services • to the City and acknowledges that the City has relied upon its representations and commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. WHEREAS, the Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement NOW, THEREFORE, the Parties agree as follows: 1. TERM Unless earlier terminated in accordance with Section 20 of this Agreement, the Term of this Agreement shall be for a period of two (2) years. The term shall commence on September 15, 2008, after City Council approval of this Agreement, and upon receipt and approval of all required insurance. The term of this Agreement shall automatically be extended for three (3) additional one (1) year terms (automatic extensions) with the extensions to automatically commence upon the expiration of the initial term or any extended term, unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate this • I • Agreement at the conclusion of the initial term or any extension. Time is of the essence • in the performance of services under this Agreement. 2. CONTRACTOR DUTIES Contractor shall perform the services specifically described in, and in strict compliance with the Scope of Work ( "Contract Services ") as described in the RFP and the Contractor's proposal. The Contract Services shall be performed at least as frequently as specified in the RFP and Contractor's proposal. City shall have the right to alter frequency of maintenance as necessary to ensure highest industry standards of maintenance. Proposal Unit Prices and Total Annual Costs are contained in Exhibits A and B. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement. 3. WORKMANSHIP. SUPERVISION. AND EQUIPMENT A. The Contractor shall provide a work force sufficient to perform the Contract Services and all members of the work force shall be legally documented. B. All Contract Services shall be performed by competent and experienced employees. Contractor shall be responsible for compliance with all local, state, and federal laws and regulations. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform Contract Services. C. The work force shall include a thoroughly skilled, experienced, and competent • supervisor who shall be responsible for adherence to the specifications by directly overseeing the contract operations. All supervisory personnel must be able to communicate effectively in English (both orally and in writing). Any order given to supervisory personnel shall be deemed delivered to the Contractor. The supervisor assigned must be identified by name to ensure coordination and continuity. D. All Contractor personnel working at the outlined areas shall be neat in appearance and in uniforms as approved by the Operations Support Superintendent when performing Contract Services. All Contractor personnel shall wear identification badges or patches. Those contract employees working in or adjacent to traffic zones shall wear orange vests. Employees shall not remove any portion of their uniform while working within the City. Employees driving the Contractor's vehicles shall at all times possess and carry a valid Commercial Drivers License issued by the State of California. If the Contract Administrator determines that any person employed by the Contractor has failed or refused to carry out the terms of this Agreement, appears to be incompetent, acts in a disorderly, improper, or unsafe manner, or shows signs of intoxication or other impairment, instead of initiating termination for breach, the Contract Administrator may notify Contractor, who shall take immediate remedial action, which may include removing the employee from the job site. Prior to returning a removed employee to work within the City, the Contractor shall provide in writing the reason for the • individual's behavior and the means used to prevent this behavior from occurring again. In no event shall Contractor fail to prevent, prohibit, or resolve problems 0 • with its employees working after receiving notice of same from the City. Violation of this section by Contractor shall be a material breach of this • Agreement and may result in the City terminating the Agreement or temporarily suspending services hereunder, with Contractor being liable for any resulting costs incurred by the City. No action to terminate or suspend shall be taken by City until after Contractor is provided notice and afforded an opportunity to respond or refute the allegations, except that the Contract Administrator may immediately suspend services hereunder if he finds such action reasonably appropriate to protect the public safety, health or welfare. E. All work shall be performed in accordance with the highest maintenance standards. F. Complaints received by the City regarding the Contractor's performance will be transmitted to the Contractor's office in writing, by telephone or facsimile, and handled by the Contractor's Supervisor. All complaints are to receive a follow -up response within twenty -four (24)" h6urs following notification of the Contractor. A report of the Contractor's investigation and the corrective action taken shall be made promptly by the Contractor to the Contract Officer. Repeat complaints may be handled by a joint visit to the site by a City Inspector and the Contractor's Supervisor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City within ten (10) days following the end of the month. G. All vehicles and equipment used in conjunction with the work shall be in good • working order and have appropriate safety guards (mowers, etc.). All vehicles shall bear the identification of the Contractor and clearly post "Serving the City of Newport Beach." All vehicles used to perform work under this Agreement shall remain exempt from AQMD Rule 1186.1. if Contractor proposed to use non- altemative fuel sweepers in its response to the request for proposal, the Contractor shall only use non - alternative fuel sweepers that are under 14,000 GVW, and therefore exempt from AQMD Rule 1186.1 in performing the work. H. Contractor shall provide a manager to coordinate work with the City Administrator and ensure satisfactory performance of Contract Services. The manager shall coordinate work crews on a daily basis to ensure compliance with the terms of this Agreement. I. Work within the City by utility and construction companies may be progressing concurrently with the work under this Agreement. It is the responsibility of the Contractor to be informed of work planned by these parties and to coordinate street sweeping work accordingly. J. The Contractor warrants that it has familiarized itself with all City's streets and curbs at the time of commencement of this Agreement. Contractor is also familiar with all existing installations, both public and private, in the area where services • shall be performed under this Agreement. Contractor shall provide adequate safeguards to prevent damage to existing structures and improvements. Structures 3 0 or improvements of any kind, whether public or private, which are removed, • damaged or destroyed in the course of work shall be replaced and/or repaired, at the Contractor's expense, to the original condition and to the satisfaction of the City. Failure to have such damages repaired in a timely manner will result in the City deducting from the Contractor's payment the cost to perform the necessary remedial work. K. The Contractor shall at all times use good sweeping practices as dictated by standards within the sweeping industry and will make adjustments to its equipment as necessary. The Contractor must exercise due care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. Sweeping practices include, but are not limited to the following: (1) Sweeping speed shall be adjusted to street conditions with a maximum speed of six (6) miles per hour; and (2) patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. The Contract Officer may require the installation of sweeping speed monitoring devices to record actual vehicle speed during sweeping. Sweepers shall be operated as close to parked cars or other obstacles as safety allows. L. The City may use a Parking Control Officer to cite vehicles for parking during street sweeping hours. The Contractor shall coordinate sweeping activities with the Parking Control Officer. All costs for coordination are the responsibility of the Contractor, and no additional compensation will be allowed. • M. The City may at various times and locations temporarily install portable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed in the roadway. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of his contract duties, damages or causes to be damaged any of the aforementioned traffic counting equipment or appurtenances, the Contractor shall bear the entire cost for the restoration, repair, inspection, testing or replacement of said damaged equipment. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor the sum of $6,873.50 year in 12 equal installments. Contractor shall submit invoices to City on a monthly basis. City shall pay invoices within thirty (30) days after receipt by the City. Payment shall be deemed made when deposited in the United States mail, first class postage pre -paid, and addressed to Contractor as specified in Section entitled "Notices ". Upon the first anniversary of the Commencement Date and upon each anniversary of the Commencement Date thereafter, the Rate to be paid by the City as set forth in Exhibit A shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 3.0% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original Rate 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 4 0 0 of the Consumer Price Index for the same calendar month one (1) year prior. For example, if the adjustment is to occur effective June 1, 2009, the index to be used for the numerator • is the index for the month of March 2009 and the index to be used for the denominator is March 2008. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items) for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982 84 = 100). 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 Rate in effect immediately preceding such adjustment. The maximum increase to the Rate, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 3.0% of the Rate in effect immediately preceding such adjustment. 5. INDEPENDENT CONTRACTOR 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. 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 m 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 or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the. 6. EXAMINATION OF WORK SITES City makes no representation regarding the order or condition of any area or location for which Contractor is to provide services. City has also made no representation that the site or location of work will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of the Agreement. 7. BOLD HARMLESS To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's 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 work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the • negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, 5 agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly • or indirectly by any of them or for whose acts they may be liable or any or all of them). 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 willfiil misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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 the Contractor. 8. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certi cafes of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall • sign certification of all required policies. C. 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. D. Coverage Requirements. i. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California; however, in no event shall the Employer's Liability Insurance be less than one million dollars ($1,000,000) per occurrence. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit • is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shalt be at least twice the required occurrence limit. 6 0 0 iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 vehicles, in an amount not less than two million dollars ($2,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability, employer's liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or • volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Agreement. G. Additional 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. 9. PROMMON AGAINST TRANSFERS OR ASSIGNMENT A. Contractor may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Contractor acknowledges that these provisions relative to assignments are commercially reasonable and that Contractor does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any • assignment of this Agreement to a third party, in whole or in part, could 7 0 0 jeopardize the satisfactory performance of Contract Services. Contractor may not • employ any subcontractors unless specifically authorized by City. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, of the interest of any general partner or joint venture which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. 10. A. All Contractor's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Contractor pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Contractor shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. D. The Contractor is required to keep a daily log of all streets swept, including the name and location of the streets and the number of curb -miles swept, along with a description of any special services performed. The log shall be signed by the • Supervisor on a daily basis. Each month, a report shall be prepared from the daily log, giving a brief description of all routine, special event, and emergency activities. The log report shall be attached to the monthly invoice submitted to the Contract Officer. A phone log will be submitted monthly of all calls from the City of Newport Beach General Services Department and the City of Newport Beach Police Department to the Contractor, whether or not those calls require a request for service and a description of the action taken from the City call. E. Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 11. ADMINISTRATION A. This Agreement will be administered by the General Services Department. The General Services Director or his/her designees shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. The Administrator or his/her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. E • B. City shall finnish to Contractor maps, ordinances, data, and other existing information as may be requested by Contractor necessary for Contractor to complete the work contemplated by this Agreement. City also agrees to provide • all such materials in a timely manner. 12. INCREASE OR DECREASE IN SCOPE OF WORK A. Contractor shall perform additional/emergency services as requested by the Administrator. The Administrator may give verbal authorization for additional/emergency services, prior to performance of the work, up to One Thousand Dollars ($1,000.00). Contractor must obtain written authorization from the City Administrator prior to the performance of any additional/emergency services that exceed One Thousand Dollars ($1,000.00). Additional services, may be billed in accordance with the per mile unit cost proposed by the Contractor Exhibit C. B. City reserves the right to withdraw certain locations from the Scope of Work to be performed by Contractor pursuant to this Agreement. City shall notify Contractor in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any location. In the event a location is withdrawn from the scope of services, compensation to Contractor shall be reduced in accordance with the Contractor's unit costs specified in Exhibit C. hi the event the location is withdrawn for a period of less than a full two (2) year term, Contractor's compensation shall be reduced on a prorated basis. 13. DISPUTES PERTAINING TO PAYMENT FOR WORK • Should any dispute arise respecting whether any delay is excusable, or its duration, or the value of the work done, or of any work omitted, or of any extra work which Contractor may be required to do, or respecting any payment to Contractor during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Contractor and his sureties. 14. REIMBURSEMENT FOR EXPENSES Contractor shall not be reimbursed for expenses unless authorized in writing by City Administrator. 15. LABOR A. Contractor shall conform with all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. B. 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 notice to City, including all relevant information. • V C. This agreement shall be paid in accordance Section 1770 of the California State • Labor Code and in accordance with the terms of the Southern California Master Labor Agreement, which has established a prevailing rate of per diem wages to be paid in the performance of this agreement. The Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 7034774, and requesting one from the Department of Industrial Relations. All parties to the contract shall be governed by all provisions of the California Labor Code Relating to prevailing wage rates (Sections 1770 -7981 inclusive). 16. NONDISCRIMINATION BY CONTRACTOR Contractor represents and agrees that it does not, and will not, discriminate against any subcontractor, consultant, employee or applicant for employment based on race, religion, color, sex, handicap, national origin, or other basis that violates the federal or state constitution or federal or state law. Contractor's obligation not to discriminate shall apply, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 17. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS • City reserves the right to employ other contractors in connection with the work. 18. CONFLICTS OF INTEREST A. The 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 financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Contractor will provide a completed disclosure form noting the above. Contractor will comply with the Act and relevant City Resolutions. B. 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 termination of this Agreement by the City. The Contractor shall indemnify and hold harmless the City for any claims for damages resulting from the Contractor's violation of this Section. 19. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered . or certified, addressed as hereinafter provided. 10 0 U All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: • General Services Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: 20. TERMINATION/DEFAULT A. In the event Contractor fails or refuses to timely perform any of the provisions of • this Agreement in the manner required or if Contractor violates any provisions of this Agreement, Contractor shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonably required to cure the default and Contractor fails to give adequate assurance of due performance within two (2) working days after Contractor receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. B. This agreement may be terminated without cause by City upon thirty (30) days written notice. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Contractor may only terminate the Agreement in the event of nonpayment by the City. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) days written notice thereof and the City shall have fifteen (15) working days to cure the alleged breach. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's • compensation for contract services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate landscape or hardscape ll 0 0 maintenance standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the City • Administrator determines that contract services are performed as well and as frequently as required by this Agreement. 21. COMPLIANCE WITH LAW All services rendered hereunder by Contractor shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 23. LICENSES, FEES, PERMITS AND ASSESSMENTS Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may;br..imposed by law and arise from or are necessary, for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 22. WAIVER A waiver by City 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. 23. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties concerning the services to be provided under this Agreement. All preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 25. 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. 26. 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. 27. CONTROLLING LAW AND VENUE • 12 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. 28. 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. 29. 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. ATTEST: LaVonne Harkless, City Clerk APPROVED AS TO FORM: Aaron Harp, Assistant City Attorney 13 CITY OF NEWPORT BEACH A Municipal Corporation By: Mayor Contractor By: Title: • • r� U • r L_J 0 0 EXHIBIT A CITY OF NEWPORT BEACH Raped for Proposal Attap Srveepiag Attachmen #Es. Proposal Pam satrE a. Ra1tRANNR8IH1i AaDe PRBSIDM SQRISBT PROPERTY SERVICRS 14 del H--- Naaber of Sweeps perYear. 24 24 LOCALUdNS Aeuttal Cost per lAcawtion Annual Cast per 1.0eaaon Ara I Q*wport HeigIftMoverArea) Area 2 (Sartre Arm River 7euy to8upaiorAveme) Area 3 (Superior Avenue to Hew"Apia) Am 4 (NmTort Pk: to Balboa NO Area 5 (Balboa ldan&Bgiboa PledBalbos Petllnsuls) Area 6 (Corona del Ivies) $ 1-21430-04 $ 16.179.63 $ $ 18, 947,06 TofidAxnaatCost S S2 4$2.4n S satrE a. Ra1tRANNR8IH1i AaDe PRBSIDM SQRISBT PROPERTY SERVICRS 14 E • CITY OF NEWPORT MACS R+equed far Proposal Mey Sweeping 3 �1�errtF: Urz#Prk�s Mw Contractor #W= tot for requeo d azWor tegwnd d o *m m ffie wope of ice, iaahtfag ed&dwo end Web= ou work not perf nned, the Contract Sum shell be wed isawnhince walh eo hHowing unit prim, wherstheaty dootg to useihis modwd in detanuinfng ousts. B. ( is a"ed that the sit prices wM oft feto dw detanminalion of the contract award.tl epd=mayreseltinlea lA=o£theeatimbidpmpossl. Unk prices lidod be1Dw ta5cr tD ell items bataual azid the Omftection Do m ants and include ell bets emoted wA zwb item, including but not hmtte d to. aua%ezlala. h1>atS � a(ad profit fGR'tbn contractor. a Tho unit pace ggotedby lira 4bLw&w "be ihaw=kp&w that will be *uged 'tq'rtedited for labdr-and maftide to bep vd&d mgmUeae of Sze total number wld 8edltn' aHNOalnt of labor rbgm[cd foi' a Ldcd ar ddete�lstwgs �wbrh. D. All work shall bs petfcsimed �accas daaoe with spe# cations din tlu RPP. • m C ti9RYUNPT 8B I4fEAS M Ancy Sweeping S 45_00 fmffeofdleyswept • 15 • n U r1 LJ 0 0 Agreement with Sunset Property Services for Alley Sweeping Services September 9, 2008 Page 7 ATTACHMENT 3 AQMD Rule 1186 PMjo Clarification Letter South C est Air Quaft AlWmgement District 2711f63 G%ft WWO. c WMd ea. cn 1"76&4178 (9M W& Z= • wwwagmd pv Antes 4 zoos YMfiVyaWb *yra ths8CWhc�aWAdlrQft trl ewDk*da 4 )B�1186 —P1. Im&d0W*W a"dwd dV*m*6std1heskm* Opwdom Rnk I IN Mon+tft nsn+6ee soar �rtial oselfied sweat 1a clasigg.l[alirl�omdlsets sssaiaa siASt an a paa�d �sd wi�:u �abomstlel�r IFel sl libxggn�hw'atpodedauamt�aaspiae posses +iaMswr�tcdffieatscatsasesper. �yoa)�a� ot$ymnegl adid8ioes�tio pleset tagtsea ax at iii 346- 31t16nr l�bs1.{76iaamafso�:Me�st (1169)396.30166. 0 0 Agreement with Sunset Property Services for Alley Sweeping Services September 9, 2008 Page 8 ATTACHMENT 4 CleanStreet Negative Performance Response Letter emina Your Et G August 5, 2008 Mr, Mark Harmon Director of General Services Department City Of Newport Beach 3300 Newport Boulevard ' PO Box 1768 Newport Beach, CA 92658 KE: CteanStreWs Demonstration Dear Mr. Harmon, I am writing to apologize for our unsatisfactory demonstration on the alley cleaning. We take a lot of pride In our knowledge and competence at CleanStreet. We operate over 100 Tymco Air sweepers. We are fully expert on these sweepers. We operate just a couple of the smaller Tymcos. We have never been big fans of the smaller Tymco capabilities. We are obviously not up to speed on the proper adjustment of these smaller sweepers. I am sorry for wasting you and your staff's time. I assure you liiat your experience with CleanStreet Is very unusual and is not typical. SICLEANSTV"' -IY ET l Costello Fxecut wttve Officer Cell: (310) 740 -1602 Office: (800) 225 -7316 x103 JC:seg 1937 West 169th Street, Gardena, California 90247 (800) 225 -7316 CleanStreet.com E -mall: info®CleanStreet . com Fax: (310) 538 -8015 • • • Agreement with Sunset Property Services for Alley Sweeping Services September 9, 2008 Page 9 ATTACHMENT 5 TSCM Lack of PM10 Certification Letter From: Frank J. Palppauo jvellto:frattlr.peppanaOManoap comj Sent Rkby, Auger 0% 200011:47 AM Tw Hanlon, Mark; *ank pppmW Subject: RE AQMD 1186 PMIO Letter Thankysu Mack (Spoke to MM and ehnettar person regarding the rules inoluding 1188.1 s0etrreWe khet weight emmpton al ngwith 1188 cfari8taa6on as we spoke about the offer day. I could purchi se a PM10 quat" sweeper however tthe WOW roquirwr ont is over 17,500 Has GV W than t mtret be Shmatim fuel. The same vehide with almmative fuel is S 250,000.00. I thank you far your cansideratlon and follow up. From: Hermon, Mmk jmaitamfttmon@chy wwport-beach.ca.usj Seni:.Ftlday, August O0, 200810.0[3 AM Tot frank pappenoe Arank4app xk t m=rp aan Subject: PUM AQMD 1186 PHIO letter Good morning Prank. Please wed* letter below from the AQMD concarning the PM-10 Rule. Unfodurretey. t o weight of Ore street sweeping equipment being proposed for &CKy conlract does not provide for an errwWo n of the PM-10 requirement, Obviously, l cannot recommended a oontracbr for a City service knowing that this wand violate Air Dis6d rules. • I will put this Wo madon In a fennel later and mW to your of0o s today. Please call me at (9419) 6443035 If you have any questions. Thanks for tte tkne and effort you put into bidding thk sarvlcs to ft city. SinceaelY, Mark Harmon 0 0 0 Agreement with Sunset Property Services for Alley Sweeping Services September 9, 2008 Page 10 ATTACHMENT 6 Sunset PMIO Certification Letter s ' August 8, ZM i 95r Mr. Maurice Turner ow SAW SAW � A.drninLStrative Malyst My of Newport Beach General Services Department I 592 Superior Avenue Newport Beach, CA 92663 -3884 I Re: 200 RPP-ABaY Sweeping Dear Maurice: SENT M E-MAA mturner�ckv.neumort- bead+.ca.0 s Per your a -nisei request to John Nowt anneslanfgraf, I have attaehed a copy of the most current PMjecrtifted vebides awprovided by the Air Quality MarhagarrtethtDistrRet{ACBd6j. This document vim downloodeerl just moenty from the Internet. Sweeper marndacbAw, TYMCD most abide bythe repotatonsset forth by the various *Wndos In the deop of A sweepers and each Sweeper isthonw *h dvedmdfidmsh "ftbytbe"WepAwteaud4does. TYMWreprawxbti and their dtsorRhrrtwh representatves regutartf attend AQ MD meethhgs to ensure corOmmttyto their requirements. Sheesetpropert Services has hadTYMCD sweepers since 2967 and we have not had amt incidents of non - compliance with this manufacturer. Please contact me should you need any father inionnabon. i Sincmely, i Operations Manager /dk Attadhment ISM" raw5,ww aathRAW bvbie.Uea97e+ sir ! 049) WI -5151 M} 55r-rali PAX • u CJ W of Newport Beach NO. BA- 09BA -008 BUDGET AMENDMENT 2008 -09 AMOUNT: $s,72a.00 CT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase in Budgetary Fund Balance X Increase Expenditure Appropriations AND X Decrease in Budgetary Fund Balance Transfer Budget Appropriations No effect on Budgetary Fund Balance SOURCE: from existing budget appropriations from additional estimated revenues PX from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: To increase expenditure appropriations from General Fund fund balance for the additional costs associated with the new contract for alley sweeping services. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account 010 3605 RONUE ESTIMATES (3601) Fund /Division Account EXPENDITURE APPROPRIATIONS (3603) Division Account Division Account Division Account Division Account Signed: Sig: Signed: Number Number Number Number Number Number Number Number Approval: Administrative Description General Fund - Fund Balance Description Description 3140 General Services - Operations Support 8088 Contract Services Services Director City Manager City Council Approval: City Clerk Amount Debit Credit $9,724.00 $9,724.00 /� 02 —01F Date ate Date v C -3,59 CONTRACTOR AGREEMENT THIS AGREEMENT, entered into this 1 st day of August of 2003, by and between the City of Newport Beach, a Municipal Corporation and Charter City ( "City "), and Sunset Property Services, a Corporation ( "Contractor"), is made with reference to the following Recitals: RECITALS WHEREAS, the City desires to obtain contract services for the sweeping of 32.75 miles of City alleyways. WHEREAS, on May 30, 2003 a Request for Proposals (RFP) requesting proposals for the sweeping of City alleyways was mailed to seven firms. WHEREAS, Sunset Property Services ( "Contractor") submitted the lowest bid among the four firms which responded to the RFP. WHEREAS, The Contractor desires to enter into an Agreement to provide services to the City and acknowledges that the City has relied upon its representations and commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. WHEREAS, The Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement NOW, THEREFORE, the Parties agree as follows: 1. TERM The Term of this Agreement shall be for a period of one (1) year. The term shall commence within ten (10) working days of City Council Approval and upon receipt and approval of all required bonds and insurance. The term of this Agreement shall automatically be extended for four (4) additional one (1) year terms (automatic extensions) with the first extension to commence upon the expiration of the initial term, unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any automatic extension, of its intent to terminate this Agreement at the conclusion of the initial term or any extension. 2. CONTRACTOR DUTIES Contractor shall perform the services specifically described in, and in strict compliance with the Scope of Work ( "Contract Services ") as described in the RFP and the Contractor's proposal. The Contract Services shall be performed at least as frequently as specified in the RFP and Contractor's proposal. City shall have the right to alter frequency of maintenance as necessary to ensure highest industry standards of maintenance. Bid Unit Prices and Costs are contained in Exhibits B and C. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement. 3. WORKMANSHIP, SUPERVISION AND EQUIPMENT A. The Contractor shall provide a work force sufficient to perform the Contract Services and all members of the work force shall be legally documented. B. All Contract Services shall be performed by competent and experienced employees. Contractor shall be responsible for compliance with all local, state, and federal laws and regulations. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform Contract Services. C. The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for adherence to the specifications by directly overseeing the contract operations. All supervisory personnel must be able to communicate effectively in English (both orally and in writing). Any order given to supervisory personnel shall be deemed delivered to the Contractor. The supervisor assigned must be identified by name to ensure coordination and continuity. D. All Contractor personnel working at the outlined areas shall be neat in appearance and in uniforms as approved by the Operations Support Superintendent when performing Contract Services. All Contractor personnel shall wear identification badges or patches. Those contract employees working in or adjacent to traffic zones shall wear orange vests. E. All work shall be performed in accordance with the highest maintenance standards. F. All vehicles and equipment used in conjunction with the work shall be in good working order and have appropriate safety guards (mowers, etc.). All vehicles shall bear the identification of the Contractor and clearly post "Serving the City of Newport Beach." G. Contractor shall provide a Manager to coordinate work with the City Administrator and ensure satisfactory performance of Contract Services. The manager shall coordinate work crews on a daily basis to ensure compliance with the terms of this Agreement. H. Contractor shall be issued water meter(s), which must be utilized when filling sweepers from City fire hydrants. The City will be responsible for charges stemming from the use of City water. I. The Contractor may utilize the sweeper dumping bin at the Corporation Yard to dispose of sweepings or other such refuse bins as provided by the City. Said dumping shall occur between the hours of 7:30AM and 3:30PM Monday through Friday only. The City shall be responsible for the 2 disposal. Contractor shall furnish records of material collected and disposed of at the Corporation Yard on a monthly basis to the City. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor the sum of $61,896.80 per year. Contractor shall submit invoices to City on a monthly basis. City shall pay invoices within thirty (30) days after receipt by the City. Payment shall be deemed made when deposited in the United States mail, first class postage pre -paid, and addressed to Contractor as specified in Section entitled "Notices ". 5. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of the 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 express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 6. EXAMINATION OF WORK SITES City makes no representation regarding the order or condition of any area or location for which Contractor is to provide services. City has also made no representation that the site or location of work will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of the Agreement. 7. HOLD HARMLESS A. Contractor assumes all risk in any way related to the performance of Contract Services. Contractor agrees to indemnify, defend, save and hold harmless City, its elected and appointed boards and commissions, officers, agents, and employees from and against any loss, damages, liability, claims, costs, expenses or damages, including, but not limited to, bodily injury, death, personal injury, property damages, attorneys fees and court costs arising from, or in any way related to, the performance of Contract Services required by this Agreement, provided, however, Contractor's obligation in this regard shall not apply in the event of the fraud or willful misconduct by City, its officials, agents, employees or representatives. B. Contractor shall defend, indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, costs and expenses whatsoever, including reasonable attorneys' fees, which may accrue to any and all persons, or business entities furnishing or supplying work, services, materials, equipment or supplies to Contractor in the performance of services under this Agreement. C. In the event that Contractor and City are sued by a third party for damages caused or allegedly caused by negligent or other wrongful conduct of 3 • • Contractor, or by a dangerous condition of City's property created by Contractor or existing while the property was under the control of Contractor, Contractor shall not be relieved of its obligation to defend, indemnify, and hold City and its officers, employees and representative harmless, by any settlement with any such third party unless that settlement includes a full release and dismissal of all claims by the third party against the City. 8. INSURANCE A. In addition to Contractor's obligation to defend, indemnify, and hold City harmless, Contractor shall obtain and maintain at its own expense during the term of this Agreement, policy or policies of liability insurance of the type and amounts described below and satisfactory to the City. Insurance policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to performing any Contract Services. B. Prior to the commencement of work, Contractor shall provide to City certificates of insurance from an insurance company certified to do business in the State of California, with original endorsements. At the option of City, Contractor shall provide copies of all policies, providing coverage as required by this Agreement. C. Contractor shall provide the following insurance, with Best's Class A -7 or better carriers: Worker's Compensation and Employers Liability insuring statutory Workers' Compensation limits as required by the California Labor Code and one million dollars ($1,000,000) per accident Employers' Liability; 2. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury; and property damage. If the policy contains a general aggregate limit, then the aggregate limit shall not be less than two million dollars ($2,000,000); Commercial auto liability and property insurance covering all owned and rented vehicles of Contractor coverage Code 1 "any auto" with a minimum amount of one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage; D. Endorsements to the policies providing the above insurance shall be obtained by Contractor, adding the following three provisions: 4 1. Additional Insured: "The City of Newport Beach and its elected and appointed boards, officers, agents, and employees as additional insured." 2. Notice: "The policy shall not terminate, nor shall it be canceled or the coverage reduced, until thirty (30) days after written notice is given to City." 3. Other Insurance: "Any other insurance maintained by the City of Newport Beach shall be excess and not contributing with the insurance provided by this policy." E. Contractor shall give to City prompt and timely notice of any claim made or suit instituted arising out of Contractor's performance of this Agreement. 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 performance of Contract Services. F. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor, a waiver of any right of subrogation, which any such insurer of Contractor may acquire against City by virtue of the payment of any loss under insurance. 9. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT A. Contractor may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Contractor acknowledges that these provisions relative to assignments are commercially reasonable and that Contractor does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Contract Services. Contractor may not employ any subcontractors unless specifically authorized by City. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, of the interest of any general 5 10 11 0 0 partner or joint venture which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. RECORDWREPORTS A. All Contractor's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Contractor pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Contractor shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. D. Contractor shall complete a monthly maintenance report indicating work performed and submit this completed report to the City Administrator within seven (7) days after the end of each month. A phone log will be submitted monthly of all calls from the City of Newport Beach General Services Department and the City of Newport Beach Police Department to the Contractor, whether or not those calls require a request for service and a description of the action taken from the City call. E. Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. ADMINISTRATION A. This Agreement will be administered by the General Services Department. The General Services Director or his/her designees shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. The Administrator or his/her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. B. City shall furnish to Contractor maps, ordinances, data, and other existing information as may be requested by Contractor necessary for Contractor to complete the work contemplated by this Agreement. City also agrees to provide all such materials in a timely manner. L 0 0 12. INCREASE OR DECREASE IN SCOPE OF WORK A. Contractor shall perform additional services as requested by the Administrator. Additional services, may be billed in accordance with the per mile unit cost proposed by the Contractor in Exhibit C. B. City reserves the right to withdraw certain locations from the Scope of Work to be performed by Contractor pursuant to this Agreement. City shall notify Contractor in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any location. In the event a location is withdrawn from the scope of services, compensation to Contractor shall be reduced in accordance with the Contractor's unit costs specified in Exhibit C. In the event the location is withdrawn for a period of less than a full one (1) year term, Contractor's compensation shall be reduced on a prorated basis. 13. DISPUTES PERTAINING TO PAYMENT FOR WORK Should any dispute arise respecting whether any delay is excusable, or its duration, or the value of the work done, or of any work omitted, or of any extra work which Contractor may be required to do, or respecting any payment to Contractor during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Contractor and his sureties. 14. REIMBURSEMENT FOR EXPENSES Contractor shall not be reimbursed for expenses unless authorized in writing by City Administrator. 15. LABOR A. Contractor shall conform with all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. B. 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 notice to City, including all relevant information. 16. NONDISCRIMINATION BY CONTRACTOR Contractor represents and agrees that it does not, and will not, discriminate against any subcontractor, consultant, employee or applicant for employment based on race, religion, color, sex, handicap, national origin, or other basis that violates the federal or state constitution or federal or state law. Contractor's obligation not to discriminate shall apply, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 7 Ol 17. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with this project. 18. CONFLICTS OF INTEREST A. The 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 financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Contractor will provide a completed disclosure form noting the above. Contractor will comply with the Act and relevant City Resolutions. B. 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 termination of this Agreement by the City. The Contractor shall indemnify and hold harmless the City for any claims for damages resulting from the Contractor's violation of this Section. 19. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: General Services Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Sunset Property Services 16251 Construction Circle West Irvine, CA 92606 20. TERMINATION /DEFAULT A. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Contractor violates any provisions of this Agreement, Contractor shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonably required to cure 8 0 0 the default and Contractor fails to give adequate assurance of due performance within two (2) working days after Contractor receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this or authorized by law, terminate this Agreement by giving written notice of termination. B. This Agreement may be terminated at anytime, without cause by City or Contractor, upon thirty (30) days written notice. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for Contract Services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate landscape or hardscape maintenance standards and /or Contractor fails to satisfactorily perform Contract Services. City shall have the right to return funds withheld until the City Administrator determines that Contract Services are performed as well as required by this Agreement. 21. COST OF LITIGATION If any legal action is necessary to enforce any provision of this Agreement, or for damages by reason for an alleged breach of any provisions of this Agreement, the parties agree that the court with jurisdiction over the action may determine and fix reasonable attorneys' fees and expenses to be paid to the prevailing party. 22. COMPLIANCE Contractor represents that it is familiar, and shall comply, with all state, federal, or local laws, rules, ordinance, statutes or regulations applicable to the performance of Contract Services. 23. WAIVER A waiver by City 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. 24. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties concerning the services to be provided under this Agreement. All preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. CITY OF NEWPORT BEACH A Municipal Corporation M Slinger Property R2rVinAR Contractor By:. - D. nes Howhanian Title: P P-i runt Date: X 71 3 APPROVED AS TO FORM: o - 91 ■ 10 Exhibit A Proposed Schedule Exhibit B Proposal Form Exhibit C Unit Prices LIST OF EXHIBITS 11 Area 1 0 0 Exhibit A Proposed Sweeping Schedule Newport Heights /Dover Area Area 2 Santa Ana River Jetty to Superior Ave. Area 3 Superior Avenue to Newport Pier Service provided over two days Area 4 Newport Pier to Balboa Pier Service provided over two days Week 2 (and 4 if 2x1month) Swept the day after trash pick -up Week 2 (and 4 if 2x1month) Swept the day after trash pick -up Week 1 (and 3 if 2x1month) Swept the day after trash pick -up Week 2 (and 4 if 2x/month) Swept the day after trash pick -up Area 5 Balboa Island /Balboa Pier /Balboa Peninsula Week 2(and 4 if 2x/week) Service provided over two days Swept the day after trash pick -up Area 6 Corona del Mar Week 1 (and 3 if 2x1month) Swept the day after trash pick -up Schedules are subject to change upon approval from the City. 12 M 1_ u_i o PROPOSAL FORM • MONTHLY TWICE PER MONTH Number of Sweeps per Year 12 24 LOCATION Area 1 (Newport Heights/Dover Area) $458.67 $777.36 Area 2 (Santa Ana River Jetty to Superior $188.37 $319.25 Avenue) Area 3 (Superior Avenue to Newport Pier) $720.69 $1,136.69 Area 4 (Newport Pier to Balboa Pier) $389.41 $659.97 Area 5 (Balboa IslandBalboa Pier/Balboa $720.69 $1,136.69 Peninsula) Area 6 (Corona del Mar) $665.62 $1,128.10 Total Annual Cost $37,721.40 1 $61,896.80 (Monthly Sweeping) I (Twice - per -month Sweeping) 13 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 and the Construction Documents and include all costs connected with such items; 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. FUNCTION COST/UNIT OF MEASURE Alley Sweeping $85.00 /mile of alley swept CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 13 July 22, 2003 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: General Services Department David E. Niederhaus, Director, 949 - 644 -3055, dniederhaus@city.newport- beach.ca.us SUBJECT: Award of Alley Sweeping Agreement ISSUE: Should the City approve the attached agreement with Sunset Property Services to provide twice per month alley sweeping at an annual cost of $61,896.60? RECOMMENDATION: Approve the attached agreement with Sunset Property Services to provide twice per month alley sweeping at an annual cost of $61,896.80. DISCUSSION: Background: City forces currently sweep over 200 miles of City streets each week, and selected business areas on a more frequent basis. Approximately 50% of the streets in the City, located in older and more congested beach areas are posted no parking for street sweeping. City forces also currently sweep alleys on an infrequent or as- requested basis. Such sweeping occurs when it may be worked into the daily schedule, usually within two working days following a resident's request. Due to concerns about dirt, leaf debris, and litter accumulating in alleys, gutters, and storm drains and ultimately affecting harbor and bay water quality, the City Council authorized the implementation of an alley sweeping program in those areas of the City which contain improved alleys. Alleyways in the City range from eight (8) to twenty (20) feet wide and measure a total of 32.75 miles. Alley Sweeping Agreement July 22, 2003 Page 2 In June 2003, staff mailed requests for proposals (RFP) for alley sweeping to six qualified street sweeping companies. The RFP requested rate proposals for alley sweeping once a month and two times a month. Four companies responded to the RFP with bids including Sunset Property Services, Dickson Co. Inc., Clean Street, and Bill's Sweeping Service. The results were as follows: Sunset Property Services Dickson Co. Inc. Clean Street Bill's Sweeping Services, Inc. Monthly Twice per month $37,721.40 $61,186.80 $46,492.00 $89,960.00 $53,719.00 $77,821.00 $93,984.00 $163,140.00 Staff recommends that Sunset Property Services be awarded the contract based on current government experience by the contractor, proposed staffing levels, contractor use of natural gas powered sweepers, as well as cost of service (low bid) of $61,896.60 per year for twice per month sweeping. Analysis: The proposed agreement provides for alley sweeping services for the City's 32.75 miles of public alleyways. The proposed agreement is set to commence on August 1, 2003 and has the option of being extended for up to four (4) additional one (1) year terms. The proposed agreement includes a provision allowing the City to alter the frequency of sweeping when necessary. City supervisory staff will monitor service levels and review Sunset Property Services' required reports of sweeping activities to make adjustments as necessary. Air Quality Management District (AQMD) Rule 1186.1 requires that all street sweeping contracts implemented after July 1, 2002 utilize alternative fuel street sweepers. All street sweepers utilized by Sunset Property Services to sweep alleyways in the City of Newport Beach will be powered by compressed natural gas. Environmental Review: This project does not require environmental review. Prepared by: Submitted by: Jen#U Hammond, David E. Niederhaus, MarYagement Assistant Director Attachments: Alley Sweeping Agreement 0 CONTRACTOR AGREEMENT 0 THIS AGREEMENT, entered into this 1 st day of August of 2003, by and between the City of Newport Beach, a Municipal Corporation and Charter City ( "City"), and Sunset Property Services, a Corporation ( "Contractor"), is made with reference to the following Recitals: RECITALS WHEREAS, the City desires to obtain contract services for the sweeping of 32.75 miles of City alleyways. WHEREAS, on May 30, 2003 a Request for Proposals (RFP) requesting proposals for the sweeping of City alleyways was mailed to seven firms. WHEREAS, Sunset Property Services ( "Contractor") submitted the lowest bid among the four firms which responded to the RFP. WHEREAS, The Contractor desires to enter into an Agreement to provide services to the City and acknowledges that the City has relied upon its representations and commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. WHEREAS, The Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement NOW, THEREFORE, the Parties agree as follows: TERM The Term of this Agreement shall be for a period of one (1) year. The term shall commence within ten (10) working days of City Council Approval and upon receipt and approval of all required bonds and insurance. The term of this Agreement shall automatically be extended for four (4) additional one (1) year terms (automatic extensions) with the first extension to commence upon the expiration of the initial term, unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any automatic extension, of its intent to terminate this Agreement at the conclusion of the initial term or any extension. 2. CONTRACTOR DUTIES Contractor shall perform the services specifically described in, and in strict compliance with the Scope of Work ( "Contract Services ") as described in the RFP and the Contractor's proposal. The Contract Services shall be performed at least as frequently as specified in the RFP and Contractor's proposal. City shall have the right to alter frequency of maintenance as necessary to ensure highest industry standards of 0 0 maintenance. Bid Unit Prices and Costs are contained in Exhibits B and C. All of the Exhibits are considered to be a part of, and are incorporated into, this Agreement. 3. WORKMANSHIP, SUPERVISION AND EQUIPMENT A. The Contractor shall provide a work force sufficient to perform the Contract Services and all members of the work force shall be legally documented. B. All Contract Services shall be performed by competent and experienced employees. Contractor shall be responsible for compliance with all local, state, and federal laws and regulations. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform Contract Services. C. The work force shall include a thoroughly skilled, experienced, and competent supervisor who shall be responsible for adherence to the specifications by directly overseeing the contract operations. All supervisory personnel must be able to communicate effectively in English (both orally and in writing). Any order given to supervisory personnel shall be deemed delivered to the Contractor. The supervisor assigned must be identified by name to ensure coordination and continuity. D. All Contractor personnel working at the outlined areas shall be neat in appearance and in uniforms as approved by the Operations Support Superintendent when performing Contract Services. All Contractor personnel shall wear identification badges or patches. Those contract employees working in or adjacent to traffic zones shall wear orange vests. E. All work shall be performed in accordance with the highest maintenance standards. F. All vehicles and equipment used in conjunction with the work shall be in good working order and have appropriate safety guards (mowers, etc.). All vehicles shall bear the identification of the Contractor and clearly post "Serving the City of Newport Beach." G. Contractor shall provide a Manager to coordinate work with the City Administrator and ensure satisfactory performance of Contract Services. The manager shall coordinate work crews on a daily basis to ensure compliance with the terms of this Agreement. H. Contractor shall be issued water meter(s), which must be utilized when filling sweepers from City fire hydrants. The Contractor will be responsible for charges stemming from the use of City water. The Contractor may utilize the sweeper dumping bin at the Corporation Yard to dispose of sweepings or other such refuse bins as provided by the City. Said dumping shall occur between the hours of 7:30AM and 3:30PM Monday through Friday only. The City shall be responsible for the 2 0 0 disposal. Contractor shall furnish records of material collected and disposed of at the Corporation Yard on a monthly basis to the City. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor the sum of $ year. Contractor shall submit invoices to City on a monthly basis. City shall pay invoices within thirty (30) days after receipt by the City. Payment shall be deemed made when deposited in the United States mail, first class postage pre -paid, and addressed to Contractor as specified in Section entitled "Notices ". 5. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of the 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 express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 6. EXAMINATION OF WORK SITES City makes no representation regarding the order or condition of any area or location for which Contractor is to provide services. City has also made no representation that the site or location of worts will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of the Agreement. 7. HOLD HARMLESS A. Contractor assumes all risk in any way related to the performance of Contract Services. Contractor agrees to indemnify, defend, save and hold harmless City, its elected and appointed boards and commissions, officers, agents, and employees from and against any loss, damages, liability, claims, costs, expenses or damages, including, but not limited to, bodily injury, death, personal injury, property damages, attorneys fees and court costs arising from, or in any way related to, the performance of Contract Services required by this Agreement, provided, however, Contractor's obligation in this regard shall not apply in the event of the fraud or willful misconduct by City, its officials, agents, employees or representatives. B. Contractor shall defend, indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, costs and expenses whatsoever, including reasonable attorneys' fees, which may accrue to any and all persons, or business entities furnishing or supplying work, services, materials, equipment or supplies to Contractor in the performance of services under this Agreement. C. In the event that Contractor and City are sued by a third party for damages caused or allegedly caused by negligent or other wrongful conduct of 3 0 0 Contractor, or by a dangerous condition of City's property created by Contractor or existing while the property was under the control of Contractor, Contractor shall not be relieved of its obligation to defend, indemnify, and hold City and its officers, employees and representative harmless, by any settlement with any such third party unless that settlement includes a full release and dismissal of all claims by the third party against the City. 8. INSURANCE A. In addition to Contractor's obligation to defend, indemnify, and hold City harmless, Contractor shall obtain and maintain at its own expense during the term of this Agreement, policy or policies of liability insurance of the type and amounts described below and satisfactory to the City. Insurance policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to performing any Contract Services. B. Prior to the commencement of work, Contractor shall provide to City certificates of insurance from an insurance company certified to do business in the State of California, with original endorsements. At the option of City, Contractor shall provide copies of all policies, providing coverage as required by this Agreement. C. Contractor shall provide the following insurance, with Best's Class A -7 or better carriers: 1. Worker's Compensation and Employers Liability insuring statutory Workers' Compensation limits as required by the California Labor Code and one million dollars ($1,000,000) per accident Employers' Liability; 2. Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury; and property damage. If the policy contains a general aggregate limit, then the aggregate limit shall not be less than two million dollars ($2,000,000); 3. Commercial auto liability and property insurance covering all owned and rented vehicles of Contractor coverage Code 1 "any auto" with a minimum amount of one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage; D. Endorsements to the policies providing the above insurance shall be obtained by Contractor, adding the following three provisions: 4 Additional Insured: "The City of Newport Beach and its elected and appointed boards, officers, agents, and employees as additional insured." 2. Notice: "The policy shall not terminate, nor shall it be canceled or the coverage reduced, until thirty (30) days after written notice is given to City." 3. Otherinsurance: "Any other insurance maintained by the City of Newport Beach shall be excess and not contributing with the insurance provided by this policy." E. Contractor shall give to City prompt and timely notice of any claim made or suit instituted arising out of Contractor's performance of this Agreement. 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 performance of Contract Services. F. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor, a waiver of any right of subrogation, which any such insurer of Contractor may acquire against City by virtue of the payment of any loss under insurance. 9. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT A. Contractor may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without consent of City shall be null and void. Contractor acknowledges that these provisions relative to assignments are commercially reasonable and that Contractor does possess special skills, abilities, and personnel uniquely suited to the performance of Contract Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Contract Services. Contractor may not employ any subcontractors unless specifically authorized by City. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, of the interest of any general 5 0 0 partner or joint venture which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. 10. RECORDS /REPORTS A. All Contractor's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. B. No report, information, or other data given to or prepared or assembled by Contractor pursuant to this Agreement may be made available to any individual or organization without prior approval by City. C. Contractor shall, at such time and in such form as City may require, provide reports concerning the status or cost of services required by this Agreement. D. Contractor shall complete a monthly maintenance report indicating work performed and submit this completed report to the City Administrator within seven (7) days after the end of each month. A phone log will be submitted monthly of all calls from the City of Newport Beach General Services Department and the City of Newport Beach Police Department to the Contractor, whether or not those calls require a request for service and a description of the action taken from the City call. E. Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 11. ADMINISTRATION A. This Agreement will be administered by the General Services Department. The General Services Director or his /her designees shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. The Administrator or his /her authorized representative shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. B. City shall furnish to Contractor maps, ordinances, data, and other existing information as may be requested by Contractor necessary for Contractor to complete the work contemplated by this Agreement. City also agrees to provide all such materials in a timely manner. R 0 0 12. INCREASE OR DECREASE IN SCOPE OF WORK A. Contractor shall perform additional services as requested by the Administrator. Additional services, may be billed in accordance with the per mile unit cost proposed by the Contractor in Exhibit C. B. City reserves the right to withdraw certain locations from the Scope of Work to be performed by Contractor pursuant to this Agreement. City shall notify Contractor in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any location. In the event a location is withdrawn from the scope of services, compensation to Contractor shall be reduced in accordance with the Contractor's unit costs specified in Exhibit C. In the, event the location is withdrawn for a period of less than a full one (1) year term, Contractor's compensation shall be reduced on a prorated basis. 13. DISPUTES PERTAINING TO PAYMENT FOR WORK Should any dispute arise respecting whether any delay is excusable, or its duration, or the value of the work done, or of any work omitted, or of any extra work which Contractor may be required to do, or respecting any payment to Contractor during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Contractor and his sureties. 14. REIMBURSEMENT FOR EXPENSES Contractor shall not be reimbursed for expenses unless authorized in writing by City Administrator. 15. LABOR A. Contractor shall conform with all applicable provisions of State and Federal law including, applicable provisions of California Labor Code, and the Federal Fair Labor Standards Act. B. 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 notice to City, including all relevant information. 16. NONDISCRIMINATION BY CONTRACTOR Contractor represents and agrees that it does not, and will not, discriminate against any subcontractor, consultant, employee or applicant for employment based on race, religion, color, sex, handicap, national origin, or other basis that violates the federal or state constitution or federal or state law. Contractor's obligation not to discriminate shall apply, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 7 0 0 17. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with this project. 18. CONFLICTS OF INTEREST A. The 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 financial interest that may foreseeable be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Contractor will provide a completed disclosure form noting the above. Contractor will comply with the Act and relevant City Resolutions. B. 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 termination of this Agreement by the City. The Contractor shall indemnify and hold harmless the City for any claims for damages resulting from the Contractor's violation of this Section. 19. NOTICES All notice, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: General Services Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Sunset Property Services 16251 Construction Circle West Irvine, CA 92606 20. TERMINATION /DEFAULT A. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Contractor violates any provisions of this Agreement, Contractor shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonably required to cure 8 0 0 the default and Contractor fails to give adequate assurance of due performance within two (2) working days after Contractor receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this or authorized by law, terminate this Agreement by giving written notice of termination. B. This Agreement may be terminated at anytime, without cause by City or Contractor, upon thirty (30) days written notice. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective. date of termination. C. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for Contract Services if, in the judgment of the City Administrator, the level of maintenance falls below appropriate landscape or hardscape maintenance standards and /or Contractor fails to satisfactorily perform Contract Services. City shall have the right to return funds withheld until the City Administrator determines that Contract Services are performed as well as required by this Agreement. 21. COST OF LITIGATION If any legal action is necessary to enforce any provision of this Agreement, or for damages by reason for an alleged breach of any provisions of this Agreement, the parties agree that the court with jurisdiction over the action may determine and fix reasonable attorneys' fees and expenses to be paid to the prevailing party. 22. COMPLIANCE Contractor represents that it is familiar, and shall comply, with all state, federal, or local laws, rules, ordinance, statutes or regulations applicable to the performance of Contract Services. 23. WAIVER A waiver by City 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. 24. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties concerning the services to be provided under this Agreement. All preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 9 0 0 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. ATTEST: LaVonne Harkless, City Clerk APPROVED AS TO FORM: Daniel K. Ohl, Deputy City Attorney 10 CITY OF NEWPORT BEACH A Municipal Corporation Contractor 0 Title: Mayor r� u Exhibit A Proposed Schedule Exhibit B Proposal Form Exhibit C Unit Prices LIST OF EXHIBITS 11 E Exhibit A Proposed Sweeping Schedule Area 1 Newport Heights /Dover Area Area 2 Santa Ana River Jetty to Superior Ave. Area 3 Superior Avenue to Newport Pier Service provided over two days Area 4 Newport Pier to Balboa Pier Service provided over two days 0 Week 2 (and 4 if 2x1month) Swept the day after trash pick -up Week 2 (and 4 if 2x1month) Swept the day after trash pick -up Week 1 (and 3 if 2x/month) Swept the day after trash pick -up Week 2 (and 4 if 2x1month) Swept the day after trash pick -up Area 5 Balboa Island /Balboa Pier /Balboa Peninsula Week 2(and 4 if 2x/week) Service provided over two days Swept the day after trash pick -up Area 6 Corona del Mar Week 1 (and 3 if 2x/month) Swept the day after trash pick -up Schedules are subject to change upon approval from the City. 12 ATTACHMENT B PROPOSAL FORM Number of Sweeps per Year MONTHLY 12 TWICE PER MONTH 24 LOCATION Area 1 (Newport Heights/Dover Area) Area 2 (Santa Ana River Jetty to Superior Avenue) Area 3 (Superior Avenue to Newport Pier) Area 4 (Newport Pier to Balboa Pier) Area 5 (Balboa IslandBalboa Pier/Balboa Peninsula) Area 6 (Corona del Mar) $458.67 $777.36 $188.37 $319.25 $720.69 $1,136.69 $389.41 $659.97 $720.69 $1,136.69 $665.62 $1,128.10 Total Annual Cost Company Name: Si inept PrnppcW Servirpc By: Title: Date: $37,721.40 1 $61,896.80 (Monthly Sweeping) I (Twice - per -month Sweeping) 13 0 0 ATTACHMENT C 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 and the Construction Documents and include all costs connected with such items; 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. FUNCTION COST/UNIT OF MEASURE Alley Sweeping $85.00 /mile of alley swept 14