SCA of CA LLC (Formerly Cleanstreet) - FY2016-004-03 AMENDMENT NO 3
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment No 3 ) by and between the CITY OF RANCHO PALOS VERDES("City')and
SCA of CA, LLC, a California limited liability company ("Contractor") is effective as of (Int.
til , 2022
RECITAL
A City and Cleanstreet, LLC (Cleanstreet) entered into that certain Agreement for
Professional Services dated June 21, 2016 ("Agreement") whereby Contractor agreed to provide
street sweeping and bus stop/shelter cleaning services (the "Services") until June 20, 2020, for a
Contract Sum of$960,000 The Agreement provided that the Term may be extended up to three
additional years at the City's discretion
B City and Cleanstreet entered into Amendment No 1 to the Agreement,dated March
17, 2020 to extend the Term of the Agreement by one year, until June 30, 2021 and to increase
the Contract Sum by $240 000 to $1,200,000
C City and Cleanstreet entered into Amendment No 2 to the Agreement, dated June
15, 2021 to extend the Term of the Agreement by one additional year through June 30, 2022, and
to increase the Contract Sum by $250,000 to $1,450,000
D Effective February 26, 2021 Cleanstreet changed its name to SCA of CA LLC, a
California limited liability company
E City and Contractor now desire to extend the Term of the Agreement by one
additional year through June 30, 2023, and to increase the Contract Sum by $260,000 to
$1,710,000
TERMS
Contract Changes The Agreement is amended as provided herein Deleted text is
indicated in *
s ..k�,T, g;and added text in bold italics
a [Section 2 1, Contract Sum, is amended to read
"Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor the amounts specified in the "Schedule of Compensation attached
hereto as Exhibit "C and incorporated herein by this reference The total
compensation, including reimbursement for actual expenses, shall not exceed
$1,710,000 (One Million Seven Hundred Ten Thousand Dollars and Zero
Cents)'. '' e - - - - - - - - • - - - - .. .. . ! . . (the
"Contract Sum '), unless additional compensation is approved pursuant to Section
18 '
b Section 3 4, Term, is amended to read
"Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services
but not exceeding June 30,24222023 except as otherwise provided in the Schedule
of Performance(Exhibit"D") "
c Section I of Exhibit "C" Schedule of Compensation Amendment No 2
is amended to include
COMPENSATION FOR FISCAL YEAR 2022-23
SCHEDULED SWEEPING
Description Amt/Month Amt/Year
Item 1 —Residential Sweeping(Twice Monthly) $13,695 $164,315
Item 2—Non-Residential Sweeping(Twice Monthly) $2,538 $30,455
Item 3— Western Avenue(Weekly) $240(per week) $12,480
Item 4—Parking Lots and Scenic Turnouts (Twice $374 $4,488
Monthly)
Item 5—NPDES Sweep (Once Annually)Non-Residential $2,030
Total $213,768
OPTIONAL SWEEPING ITEMS
Services to commence, or once commenced end,given a 30-day notice by the City to Vendor
Description Additional Amount
per year(28
Additional Sweeps)
Item 12-Additional Weekly Sweeping of PVDS and medians(from City $13,092 80/yr or
border with San Pedro to City border with PVE (28 additional sweeps $467 60 per
a year,for a grand total of 52 sweeps a year) additional week
Item 13-Additional Weekly Sweeping of PVDE and medians(from $8,456 00/yr or
PVDS to City border with RHE) (28 additional sweeps a year,for a $302 00 per
grand total of 52 sweeps a year) additional week
01203 00061794864 2 -2-
OPTIONAL ADDITIONAL AS-NEEDED SWEEPING
Description Amt/Curb Mile Amt/Hour
Item 6—Additional/New Location Sweep $25 64
Item 7—Extra Sweeping (2-Hour Response) $112 15
Item 8—Extra Sweeping (Next Business Day) , $106 81
Item 9—Alternative Sweeping for Heavy Sediment $48 07
SCHEDULED BUS STOP/SHELTER CLEANING
Total cost to clean all bus stops and bus shelters
Description A mt/Month A mt/Year
Item 10— Weekly Cleaning of All Bus Stops/Shelters $2,310 $27,720
OPTIONAL ADDITIONAL BUS SHELTER CLEANING
Total cost to clean all bus shelters an addition time.
Description Amt/Month
Item 11 —Additional Once-Monthly Cleaning of All Bus $385
Shelters
d Section 1 of Exhibit "D" Schedule of Performance Amendment No 2,
is amended to read
"Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this
Agreement shall be July 1, 2016, to June 30,2.0222023
2 Continuing Effect of Agreement Except as amended by Amendments Nos 1, 2
and 3, all provisions of the Agreement shall remain unchanged and in full force and effect From
and after the date of this Amendment No 3, whenever the term "Agreement" appears in the
Agreement, it shall mean the Agreement, as amended by Amendments No I, 2, and 3 to the
Agreement
3 Affirmation of Agreement, Warranty Re Absence of Defaults City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein Each party
represents and warrants to the other that the Agreement is currently an effective,valid,and binding
obligation
01203 0006/794864 2 -3-
Contractor represents and warrants to City that, as of the date of this Amendment No 3,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement
4 Adequate Consideration The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment
5 Authority The persons executing this Amendment No 3 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No 3 on behalf of said party, (iii) by so executing this
Amendment,such party is formally bound to the provisions of this Amendment No 3,and(iv)the
entering into this Amendment No 3 does not violate any provision of any other agreement to
which said party is bound
[SIGNATURES ON FOLLOWING PAGE]
01203 0006/794864 2 -4-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written
CITY
CITY OF RANCHO PALOS VERDES a
municipal corporation
deflatetW
??rt--g T•friLi
D id L Bradley, Mayor
ATTEST
4149
eresa T a City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
.
61)
WI iam W Wyn , City Attorney
CONTRACTOR
SCA of CA, LLC a California limited
liability company
0;
By i
Name OA v Ip 9 ,U(4p L-L.4 012-
Title a,c,v (7,41) /I744-41 W,12
Address 193 W 169th Street
Gardena, CA 9024
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY
01203 0006/794864 2 -5-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On jv rte I(o„= ,2022 before me,14o1a3b1/ Nola ,personally appeared Lkvid U �c (ICt,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
WITNESS my hand and official seal ..�F r COMM.#2370049 2
Z .,�, NOTARY PUBLIC•CAUFORNIAn
Signature W "r-4r / v ,LOS ANGELES COUNTY "
My Comm Expires August r 2025
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL A/;n f r_�r,ei -•
[Y CORPORATE OFFICER ITK / f� ��
TITLE OR TYPE OF DOCUMENT
TITLE(S)
El PARTNER(S) 0 LIMITED 5-
0 GENERAL NUMBER OF PAGES
0 ATTORNEY-IN-FACT
❑ TRUSTEE(S)
byGUARDIAN/CONSERVATOR �V,` � ( ( 20766
OTHER &-I11 DATE OF DOCUMENT
SIGNER IS REPRESENTING / ll an
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER T N NAMED ABOVE
w-ee7`5 Co rp o a rtri CQ
01203 0006/794864 2
Purchase of all of the Membership
Interests of Cleanstreet, LLC
By
SCA of CA, LLC
Closing Date: February 26, 2021
V O RYS
EXECUTION
VERSION 11
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
by and among
JEREMIAH G. COSTELLO,
JEREMIAH S. COSTELLO, AS TRUSTEE OF THE JEREMIAH S. COSTELLO LONG
TERM TRUST DATED DECEMBER 15, 2012,
CS PARENT HOLDCO, INC.,
SCA OF CA, LLC,
JEREMIAH G. COSTELLO, AS SELLERS' REPRESENTATIVE,
and
solely for purposes of Section 4.9 hereof,
JEREMIAH S. COSTELLO
Dated as of February 26, 2021
ACTIVE 5454149004
TABLE OF CONTENTS
n A "Y -
ARTICLE I PURCHASE AND SALE........................................................................................... 2
1.1
Purchase of the Purchased Interests; Restrictive Covenant Consideration .....................
2
1.2
Closing Transactions.......................................................................................................
2
1.3
Holdback Amounts.........................................................................................................
6
1.4
Working Capital Adjustment Procedure.........................................................................
6
1.5
Withholding..................................................................................................................
10
1.6
Tax Treatment...............................................................................................................
10
1.7
Allocation......................................................................................................................10
Ownership of and Sufficiency of Tangible Personal Property .....................................
1.8
Consistent Reporting.....................................................................................................
11
1.9
Consent.........................................................................................................................
11
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERS CONCERNING
SELLERS, HOLDCO, THE COMPANY AND THE BUSINESS ..............................................
11
2.1
Power, Authority and Capacity; Organization..............................................................
12
2.2
Capitalization; Title to Equity Interests........................................................................
13
2.3
Authorization; Non-contravention................................................................................
14
2.4
Subsidiaries...................................................................................................................
15
2.5
Financial Statements; Absence of Undisclosed Liabilities ...........................................
15
2.6
No Material Adverse Effect..........................................................................................
17
2.7
Ownership of and Sufficiency of Tangible Personal Property .....................................
17
2.8
Intellectual Property......................................................................................................
17
2.9
Litigation.......................................................................................................................19
2.10
Compliance with Laws; Permits and Licenses.............................................................
20
2.11
Environmental Matters..................................................................................................
21
2.12
Employees.....................................................................................................................
23
2.13
Employee Benefit Plans................................................................................................
25
2.14
Tax Matters...................................................................................................................
28
2.15
Brokerage......................................................................................................................
31
2.16
Bank Accounts; Books and Records; Payroll Amount .................................................
31
2.17
Affiliated Transactions..................................................................................................
31
2.18
Real Property................................................................................................................
31
2.19
Contracts.......................................................................................................................
33
ii
ACTIVE 5454149004
2.20
Accounts Receivable.....................................................................................................
36
2.21
Accounts Payable..........................................................................................................
37
2.22
Absence of Certain Developments................................................................................
37
2.23
Insurance Policies.........................................................................................................
39
2.24
Customers and Suppliers...............................................................................................
40
2.25
Workers' Compensation/OSHA...................................................................................
40
2.26
Warranties.....................................................................................................................
41
2.27
Absence of Certain Business Practices.........................................................................
41
2.28
Products; Product Liability...........................................................................................
42
2.29
Privacy and Security Matters........................................................................................
42
2.30
Stimulus Funds..............................................................................................................
42
2.31
Solvency........................................................................................................................43
4.12
2.32
No Other Representations or Warranties......................................................................
43
ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER ................................. 43
3.1 Organization; Power and Authority.............................................................................. 44
3.2 Authorization................................................................................................................ 44
3.3 No Violation.................................................................................................................. 44
3.4 Litigation.......................................................................................................................44
3.5 Brokerage...................................................................................................................... 44
ARTICLE IV ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING ................
44
4.1
Survival.........................................................................................................................44
4.2
Indemnification.............................................................................................................
45
4.3
Certain Waivers............................................................................................................
52
4.4
Press Releases and Announcements.............................................................................
52
4.5
Fees and Expenses........................................................................................................
53
4.6
Specific Performance....................................................................................................
53
4.7
Further Assurances........................................................................................................
53
4.8
Tax Matters...................................................................................................................
53
4.9
Noncompete; Nonsolicit; Business Covenants.............................................................
57
4.10
Actions Regarding Permits...........................................................................................
59
4.11
Customer and Business Relationships..........................................................................
60
4.12
Stimulus Funds..............................................................................................................
60
iii
ACTIVE 5454149004
4.13 Post -Closing Disposal Expense Confirmation.............................................................. 60
4.14 R&W Insurance............................................................................................................ 61
4.15 Class Action Lawsuit.................................................................................................... 62
4.16 Tail Liability................................................................................................................. 63
4.17 Access to Books and Records....................................................................................... 63
4.18 Copy of Data Room Materials...................................................................................... 63
ARTICLE V MISCELLANEOUS...............................................................................................
63
5.1
Amendment and Waiver...............................................................................................
63
5.2
Notices..........................................................................................................................
64
5.3
Successors and Assigns.................................................................................................
65
5.4
Severability...................................................................................................................
65
5.5
Interpretation.................................................................................................................
65
5.6
Third -Party Beneficiaries or Obligors..........................................................................
66
5.7
Complete Agreement....................................................................................................
67
5.8
Electronic Delivery; Counterparts................................................................................
67
5.9
Governing Law.............................................................................................................
67
5.10
Jurisdiction and Venue..................................................................................................
67
5.11
Waiver of Jury Trial......................................................................................................
68
5.12
Appointment of Sellers' Representative.......................................................................
68
5.13
Stockholder Reaffirmation of Consent.........................................................................
69
ARTICLE VI CERTAIN DEFINITIONS............................................................................... 69
6.1 Definitions.....................................................................................................................69
lv
ACTIVE 5454149004
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement") is
made and entered into as of February 26, 2021, by and among CS Parent Holdco, Inc., a Delaware
corporation ("HoldCo"), Jeremiah G. Costello ("JGC" ), Jeremiah S. Costello, as the trustee of the
Jeremiah S. Costello Long Term Trust dated December 15, 2012 (the "Trust" and, together with
JGC, the "Owners" and each an "Owner"), Jeremiah G. Costello as the Sellers' Representative
("Sellers' Representative"), SCA of CA, LLC, a Delaware limited liability company ("Buyer"),
and solely for purposes of Section 4.9 hereof, Jeremiah S. Costello in his individual capacity
("JSC"). The Owners and HoldCo are referred to herein collectively as the "Sellers" and each as
a "Seller."
WHEREAS, the Owners own all of the issued and outstanding shares of common stock of
HoldCo;
WHEREAS, HoldCo owns all of the issued and outstanding membership interests of
Cleanstreet, LLC, a California limited liability company, which is the successor by conversion to
Cleanstreet, a California corporation (the "Company");
WHEREAS, the Company is engaged in the business of providing street, highway and
construction power sweeping services, asphalt milling clean-up, and related services within the
State of California (the "Business");
WHEREAS, on January 22, 2021, (i) the Owners contributed to HoldCo all of the then issued
and outstanding capital stock of the Company, in exchange for the capital stock of HoldCo (the
"Share Exchange") and, later on the same day, an election was filed by HoldCo to treat the
Company as a "qualified subchapter S subsidiary" as defined in Section 13 6 1 (b)(3)(B) of the Code
(the "QSub Election"), and (ii) on January 25, 2021, the Company was converted from a
corporation incorporated under the laws of the State of California to a limited liability company
organized under the laws of the State of California (pursuant to Articles of Organization —
Conversion filed with the Secretary of State of the State of California) (the "Conversion", and
together with the F Reorganization, the "Reorganization");
WHEREAS, as all of the owners of HoldCo, the Owners will directly and indirectly benefit
from the transactions contemplated by this Agreement;
WHEREAS, the Company is classified for federal income tax purposes as disregarded as an
entity separate from HoldCo, in accordance with Sections 301.7701-1, 301.7701-2 and 301.7701-3
of the Treasury Regulations, and HoldCo is classified as an "S corporation" as defined in
Section 1361(a)(1) of the Code;
WHEREAS, HoldCo will, at the Closing of the transactions contemplated by this
Agreement, sell to Buyer 100% of the issued and outstanding membership interests in the
Company (collectively, the "Purchased Interests"), in exchange for the Purchase Price, on the
terms and subject to the conditions set forth herein.
ACTIVE 5454149004
Now, THEREFORE, in consideration of the mutual covenants, agreements and
understandings contained herein and intending to be legally bound, the Parties hereby agree as
follows:
ARTICLE I.
PURCHASE AND SALE
1.1 Purchase of the Purchased Interests; Restrictive Covenant Consideration.
Subject to the terms and conditions set forth in this Agreement, at the Closing:
(a) Buyer shall purchase and acquire from HoldCo, and HoldCo shall sell,
convey, assign, transfer and deliver to Buyer, the Purchased Interests, free and clear of any and all
Encumbrances, in exchange for and in consideration of the Purchase Price.
(b) As consideration for the Purchased Interests and the Restrictive Covenants
of Sellers, Buyer shall pay the Closing Cash Payment to HoldCo.
Exhibit 1.1 correctly sets forth the calculation and the total amount of the Closing Cash Payment
and the amount of the Closing Cash Payment that will be paid to (i) HoldCo for the Purchased
Interests and (ii) as Covenant Consideration to each Restricted Person for each such Restricted
Person's Restrictive Covenants. The Parties further acknowledge and agree that, as consideration
for the Restrictive Covenants of each Restricted Person, each such Person is being paid the amount
set forth on Exhibit 1.1 (the aggregate amount of which is - (the "Covenant
Consideration")), which amount is included in, and not in addition to, the Closing Cash Payment,
and is being paid to HoldCo for convenience and HoldCo will be solely responsible for paying to
each Restricted Person the portion of the Covenant Consideration allocable to each Restricted
Person following the Closing in accordance with this sentence and Exhibit 1.1.
1.2 Closing Transactions.
(a) Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place remotely via the electronic exchange of documents and signatures
at 10:00 a.m., Eastern Time (or such other time as may be agreed by the Parties), on the date hereof
(the "Closing Date"), and shall be deemed effective as of 12:01 a.m. Eastern Time on the Closing
Date (the "Effective Time").
(b) Actions, Deliveries and Payments. Subject to the conditions set forth in
this Agreement, at the Closing:
(i) Buyer shall pay, or cause to be paid, to HoldCo an amount equal to
the Closing Cash Payment by wire transfer of immediately available funds to an account
designated in writing by Sellers' Representative (which account shall be designated at least
three Business Days prior to the Closing Date).
(ii) (A) Sellers shall deliver to Buyer applicable payoff letter(s) with
respect to any Closing Date Indebtedness, each such payoff letter being in form and
substance reasonably satisfactory to Buyer, and (B) Buyer shall pay, or cause to be paid,
on behalf of the Company, to the applicable holders of Closing Date Indebtedness the
2
ACTIVE 5454149004
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IN WITNESS WHEREOF, the undersigned has duly executed this Membership Interest
Purchase and Sale Agreement as of the date first written above.
HOLDCO:
CS PARENT HOLDCO, INC.
By: �E
Name
J remiah G. Costello
Title: resident, Chief Executive Offcer,
and Chief Financial Officer
SIGNATURE PAGE TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the undersigned has duly executed this Membership Interest
Purchase and Sale Agreement as of the date first written above.
SELLER:
Q4"L -�, a,7p�
IVEMIAH G. COSTELLO
SIGNATURE PAGE TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the undersigned has duly executed this Membership Interest
Purchase and Sale Agreement as of the date first written above.
�"-n4 ,
� cAawq�
JIKEMIAH S. COSTELLO, AS TRUSTEE
OF THE JEREMIAH S. COSTELLO
LONG TERM TRUST DATED
DECEMBER 15, 2012
SIGNATURE PAGE TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the undersigned has duly executed this Membership Interest
Purchase and Sale Agreement as of the date first written above.
SELLERS'REPRESENTATIVE:
MIAH G. COSTELLO
SIGNATURE PAGE TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the undersigned has duty executed this Membership Interest
Purchase and Sale Agreement as of the date first written above.
SOLELY WITH RESPECT
TO SECTION 4.9 THEREOF:
YEMIAH S. C09MLLLLOCrQ
SIGNATUREPAGETO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment No 2") by and between the CITY OF RANCHO PALOS VERDES ("City")and
CLEANSTREET, a California corporation ("Contractor") is effective as of June t 5 , 2021
RECITALS
A City and Contractor entered into that certain Agreement for Contractual Services
dated June 21,2016("Agreement")whereby Contractor agreed to provide street sweeping and bus
stop/shelter cleaning services (the "Services") through June 20, 2020, for a Contract Sum of
$960,000 The Agreement provided that the Term may be extended up to three additional years at
the City's discretion
B City and Contractor entered into Amendment No 1 to the Agreement,dated March
17, 2020, to extend the Term of the Agreement by one year, until June 30, 2021, and to increase
the Contract Sum by $240,000 to $1,200,000
C City and Contractor now desire to extend the Term of the Agreement by one
additional year through June 30, 2022, and to increase the Contract Sum by $250,000 to
$1,450,000
TERMS
1 Contract Changes The Agreement is amended as provided herein (Deleted text
is indicated in str-lEethfaugh and added text in bold italics )
a Section 2 1, Contract Sum, is amended to read
"Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor the amounts specified in the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference The total
compensation, including reimbursement for actual expenses, shall not exceed
$250,000 per fiscal year,for a total of$1,450,000(One Millions, Four Hundred
Fifty Thousand Dollars and Zero Cents)'. , !!,!!! e -- • . - . .
Thousand Dell) (the "Contract Sum"), unless additional compensation is
approved pursuant to Section 1 8"
b Section 3 4, Term, is amended to read
"Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services
but not exceeding June 30, 2022, one (1) years from the date hereof, except as
otherwise provided in the Schedule of Performance (Exhibit "D") "
c The following language in Section II of Exhibit"A". Scope of Work, is
amended to read
"SCHEDULED SWEEPING
Item 3 Sweep Western Avenue, Palos Verdes Drive South, and Palos Verdes Drive East
weekly (52 times/year)
SCHEDULED BUS STOP AND BUS SHELTER CLEANING
Item 10 Clean all bus stops and bus shelters listed in Exhibit A-1, weekly (52 times/year)
This service may be discontinued by City at any time during the FY2021-22 upon 30 days
written notice to Contractor
ADDITIONAL BUS SHELTER CLEANING
*This service will only be performed following an express order from the Contract Officer,
which may be issued at the sole discretion of the City
Item 11 Clean all bus shelters listed in Exhibit A-1 an additional one time per month,
including pressure washing the shelter area This service may be discontinued by City at
any time during the FY2021-22 upon 30 days written notice to Contractor"
d Exhibit "C", Schedule of Compensation — Amendment No 1, is
replaced with Exhibit "C", Schedule of Compensation -- Amendment No 2,
attached hereto and incorporated by reference
e Section I of Exhibit "D", Schedule of Performance -- Amendment No
1, is amended to read:
"Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this
Agreement shall be July 1, 2016, to June 30, 242-1-2022 The term of this Agreement may
be extended up to two addition years by mutual consent of the Parties "
2 Continuing Effect of Agreement Except as amended by Amendments No 1 and
2, all provisions of the Agreement shall remain unchanged and in full force and effect From and
after the date of this Amendment No 2,whenever the term"Agreement"appears in the Agreement,
it shall mean the Agreement, as amended by Amendments No 1 and 2 to the Agreement
3 Affirmation of Agreement; Warranty Re Absence of Defaults City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein Each party
01203 0006/721370 2 EQG -2-
represents and warrants to the other that the Agreement is currently an effective, valid,and binding
obligation
Contractor represents and warrants to City that, as of the date of this Amendment No 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement
City represents and warrants to Contractor that, as of the date of this Amendment No 2,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement
4 Adequate Consideration The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment
5 Authority The persons executing this Amendment No 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this
Amendment No 2, such party is formally bound to the provisions of this Amendment No 2, and
(iv)the entering into this Amendment No 2 does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON FOLLOWING PAGE]
01203 0006/721370 2 EQG -3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
ATTEST
�� Eric Alegna, Mayor
C4usr
Teresa aoka, City Clerk
APPROVED AS TO FORM.
ALESHIRE & WYNDER, LLP
)dam
William W Wynder, City Attorney
CONTRACTOR
CLEANSTREET, a California corporation
By
ame P. Nauert
Title Vice President
By
Name
Title
Address 1937 W 169th Street
Gardena, CA 90247
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY
01203 0006/721370 2 EQG -4-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF OHIO
COUNTY OF CUYAHOGA
On June 1 lth , 2021 before me,Kathanne B Trent Beyerlepersonally appeared Daniel Nauert , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument
..............
I certify under PENALTY OF PERJURY under the laws of; akAtilmtragraph is true
and correct _ - kit Notary Public.State dOhio
I*( *i My Commission Expires
WITN..S ,ndand offici.l I December 11,20122
Signatu At.9•'s,
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/721370 2 EQG
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF OHIO
COUNTY OF CUYAHOGA
On June 11th ,2021 before meKathanne B Trent BeyerlFpersonally appeared Daniel Nauert ,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
WITN:.S m a d and official se.,. \ 1//�� KATRINE EL TRENT BEYERLE
: Notary Public.State 0Ohio
/ / I / S*1 •: My Commission Expires
Signature I 0
December 11,2022
..e S' Q .
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/721370 2 EQG
EXHIBIT "C"
SCHEDULE OF COMPENSATION—Amendment No 2
Contractor shall perform the following tasks at the following rates In the event of a
discrepancy between these rates and the rates listed on the bid sheet submitted by the
Contractor, the rates on the bid sheet shall control
SUB-BUDGET TOTAL AMOUNT
FY2016-2017 through FY2021-2022
1 Scheduled Sweeping $1,207,462
2 Scheduled Bus Stop/Shelter Cleaning $128,120
3 Additional Sweeping and Bus Stop/Shelter $104,418
Cleaning
4 Additional sweeping of Arterials, as needed $10,000
(FY2 1-22)
BUDGET TOTAL $1,450,000
SCHEDULED SWEEPING
Amt/Month Amt/Year Amt/Month Amt/Year Item
FY2016-2017 FY2016-2017 FY2020- FY2020- Total
through through 2021 2021
FY2019-2020 FY2019-2020 through through
FY21-22 FY21-22
Item 1 — $12,820 $153,840 $13,153 $157,836 $931,032
Residential
Sweeping
Item 2 —Non- $2,376 $28,512 $2,438 $29,256 $172,560
Residential
Sweeping
Item 3 — Western $225 (per $11,700 $231 (per $12,012 $70,824
Avenue week) week)
01203 0006/721370 2 EQG
Item 4— Parking $350 $4,200 $359 $4,308 $25,416
Lots and Scenic
Turnouts
Item 5 —N PDES $1,900 $1,950 $11,500
Sweep
Scheduled Sweeping Total $1,211,332
ADDITIONAL AND AS-NEEDED SWEEPING
Amt/Curb Mile Amt/Hour Amt/Curb Amt/Hour
FY2016-2017 FY2016-2017 Mile FY2020-
through through FY 2020- 2021
FY2019-2020 FY2019-2020 2021 through
through FY21-22
FY21-22
Item 6—Additional/New $24 00 $24 60
Location Sweep
Item 7 —Extra Sweeping (2- $105 00 $107 70
Hour Response)
Item 8 —Extra Sweeping (Next $100 00 $102 60
Business Day)
Item 9 —Alternative Sweeping $45 00 $46 20
for Heavy Sediment
New Optional Items Effective FY 21-22 Additional Amount
per Year(28
(Services to commence,or once commenced end given a 30-day Additional Sweeps)
notice by the City to Vendor)
Item 10- Additional Weekly Sweeping of PVDS and medians (from $12,589.36/yr. or
City border with San Pedro to City borer with PVE) (28 additional $449.62 per
sweeps a year) additional week
Item 11- Additional Weekly Sweeping of PVDE and medians (from $8,130.64/yr. or
PVDS to City borer with RHE) (28 additional sweeps a year) $290 38 per
additional week
01203 0006/721370 2 EQG
SCHEDULED BUS STOP/SHELTER CLEANING
*Total cost to clean all bus stops and bus shelters
Amt/Month Amt/Year Amt/Month Amt/Year 6-Year
FY2016-2017 FY2016-2017 FY2020- FY2020- Total
through through 2021 2021
FY2019-2020 FY2019-2020 through through
FY21-22 FY21-22
Item 12 — $1,574 $18,888 $1,884 15 $22,609 80 $128,119 80
(Formerly Item 9)
Weekly Cleaning
of All Bus
Stops/Shelters
ADDITIONAL BUS SHELTER CLEANING
*Total cost to clean all bus shelters an addition time
Amt/Month Amt/Month
FY2016-2017 FY2020-2021
through through
FY2019-2020 FY21-22
Item 11 — Additional Once-Monthly Cleaning $360 $370
of All Bus Shelters
II Payments for additional and/or as-needed services falling within Items 6 through 9,
and Item 11,will only paid upon presentation of an invoice with an attached written
authorization for the work signed by the Contract Officer, or his designee
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 21, unless Additional Services are
approved per Section 1.8.
IV Administration of Agreement By EDCO Disposal Corporation
City has assigned responsibility for administering the street sweeping contract to EDCO
Disposal Corporation ("EDCO"), City's authorized residential solid waste collector Contractor
shall submit all invoices and other communications directly to EDCO, and all invoices will
be paid by EDCO.
01203 0006/721370 2 EQG
XL Insurance
MI
Reinsurance
ANNUAL PERFORMANCE BOND
Bond Number US00109753SU21A
® XL Specialty Insurance Company XL Specialty Insurance Company
505 Eagleview Blvd 535 Springfield Ave,Ste 130
❑ XL Reinsurance America Inc Exton,PA 19341 Summit,NJ 07901
KNOW ALL MEN BY THESE PRESENTS, that we, CleanStreet, Inc,as Principal,andXL Specialty Insurance Company ,
licensed to do business in the State of of Delaware Surety, are held and firmly bound unto City of Rancho Palos
Verdes(Obligee), in the penal sum of Two Hundred Forty Thousand and 00/100 Dollars($240,000), lawful money of
the United States of America, for the payment of which sum, well and truly to be made, the Principal and Surety do
bind themselves, their heirs, executors, administrators, and successors and assigns, jointly and severally, firmly by
these presents
THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the above bounden Principal has entered into a
certain written Contract with the above named Obligee, for Street Sweeping Services and more fully described in
said Contract, a copy of which is attached, which Agreement is made a part hereof and incorporated herein by
reference, except that nothing said therein shall alter, enlarge, expand or otherwise modify the term of the bond as
set out below
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal, its executors,
administrators, successors and assigns shall promptly and faithfully perform the Contract, according to the
terms, stipulations or conditions thereof, then this obligation to be void, otherwise to remain in full force and
effect This bond is executed by the Surety and accepted by the Obligee subject to the following express condition
Notwithstanding the provisions of the Contract,the term of this bond shall apply from 1st day of July,2021, until 30th
day of June, 2022, and may be extended by the Surety by Continuation Certificate However, neither
nonrenewal by the Surety, nor the failure or inability of the Principal to file a replacement bond in the event of
nonrenewal, shall itself constitute a loss to the obligee recoverable under this bond or any renewal or
continuation thereof The liability of the Surety under this bond and all continuation certificates issued in
connection therewith shall not be cumulative and shall in no event exceed the amount as set forth in this bond
or in any additions,riders,or endorsements properly issued by the Surety as supplements thereto
NO SUIT, ACTION OR PROCEEDING by the Obligee to recover on this bond shall be sustained unless the same be
commenced within one(1)year following the date on which Principal ceased work on said Contract
Signed,Sealed and Dated this 16th day of June,2021
CleanStreet, Inc
(Principal) (Seal)
By
XL Spe alty Insurance Company
(Sr o 1/6.4"......_ (Seal)
Bys I Moore,Attorney-in-Fact
e
Surety contact information
XL Specialty Insurance Company,Surety Administrative Office
505 Eagleview Blvd,Suite 100,Exton,PA 19341
For general inquiries please contact XL Suretv-General@axaxl corn
1
of
PowerInsurance
BOND NUMBER US00I09753SU2IA
XL Specialty Irlrance Company
XL Reinsurance Amenca Inc LIMITED POWER OF ATTORNEY
•
KNOW ALL MEN BY THESE PRESENTS That XL Specialty Insurance Company,a Delaware Insurance companies with offices located at 505
Eagleview Blvd, Exton, PA 19341,and XL Reinsurance America Inc,a New York Insurance company with offices located at 70 Seavlew Avenue,
Stamford, CT 06902,,do hereby nominate,constitute,and appoint
James I Moore
each its true and lawful Attorney(s) In-fact to make, execute, attest, seal and deliver for and on Its behalf, as surety, and as its act and
deed, where required, any and all bonds and undertakings In the nature thereof, , for the penal sum of no one of which Is in any event to
exceed $100,000,000 00
Such bonds and undertakings, when duly executed by the aforesaid Attorney (s) - in - Fact shall be binding upon each said Company as
fully and to the same extent as if such bonds and undertakings were signed by the President and Secretary of the Company and sealed
with Its corporate seal
The Power of Attorney Is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Board of Directors of each of the
Companies on the 26th day of July 2017
RESOLVED, that Gary Kaplan, Daniel Riordan, Maria Duhart, Gregory Boal and Kevin Mirsch are hereby appointed by the Board as authorized
to make, execute, seal and deliver for and on behalf of the Company, any and all bonds, undertakings, contracts or obligations In surety or
co surety with others and that the Secretary or any Assistant Secretary of the Company be and that each of them hereby is authorized to
attest the execution of any such bonds, undertakings, contracts or obligations In surety or co-surety and attach thereto the corporate seal of
the Company
RESOLVED, FURTHER, that Gary Kaplan, Daniel Riordan, Marla Duhart, Gregory Boal and Kevin Mirsch each Is hereby authorized to execute powers
of attorney qualifying the attorney named in the given power of attorney to execute, on behalf of the Company, bonds and undertakings in surety
or co surety with others, and that the Secretary or any Assistant Secretary of the Company be, and that each of them is hereby authorized to
attest the execution of any such power of attorney, and to attach thereto the corporate seal of the Company
RESOLVED, FURTHER, that the signature of such officers named In the preceding resolutions and the corporate seal of the Company may be
affixed to such powers of attorney or to any certificate relating thereto by facsimile, and any such power of attorney or certificate bearing such
facsimile signatures or facsimile seal shall be thereafter valid and binding upon the Company with respect to any bond, undertaking, contract or
obligation In surety or co-surety with others to which It is attached
IN WITNESS WHEREOF, the XL SPECIALTY INSURANCE COMPANY has caused its corporate seal to be hereunto affixed, and these presents to
be signed by Its duly authorized officers this April 13th, 2018
XL SPECIALTY INSURANCE COMPANY
mm
SEAL = bY 4,7 r`?
. Gregory Boat,VICE PRESIDENT
STATE OF PENNSYLVANIA
AttesL
COUNTY OF CHESTER
Kevin M Mirsch,ASSISTANT SECRETARY
On this 13th day of April, 2018, before me personally came Gregory Boal to me known, who, being duly sworn, did depose and
say that he Is Vice President of XL SPECIALTY INSURANCE COMPANY, described In and which executed the above Instrument, that
he knows the seals of said Companies, that the seals affixed to the aforesaid instrument Is such corporate seals and were affixed
thereto by order and authority of the Boards of Directors of said Companies, and that he executed the said instrument by like
order
��.N rrry
=�.Gp C.S.hr,% COMMONWEALTH OF PENNSYLVANIA / I
fla.4,oNtvF .9 _ NOTARIAL SEAL r/
*CO 2 4ea t: Rebecca C Shalhoub, Notary Public
-m:u OF =:v".• ilwchtan Twp., Chester County
• My Commission Expires Apnl 28.2020
d• ►'hs �P��G MEUBER PENNSYLVANIA ASSCCIATION OF NOTARIE Rebecca C.Shalhoub,NOTARY PUBLIC
r'?TARY eJo.
SB0042
STATE OF PENNSYLVANIA
COUNTY OF CHESTER
I, Kevin M Mlrsch, Assistant Secretary of XL SPECIALTY INSURANCE COMPANY, a corporation of the State of Delaware, do hereby certify
that the above and forgoing Is a full, true and correct copy of a Power of Attorney issued by said Companies, and that I have compared
same with the original and that It Is a correct transcript therefrom and of the whole of the original and that the said Power of Attorney Is still
In full force and effect and has not been revoked
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation, at the City of Exton, this 16th day of
June,2021
•iy\NSURANC -_ x
g.1,•°
YU0�aP� �0p' — K
SEAL = Kevin M Marsch,ASSISTANT SECRETARY
\I:44)4mm%uriwpfe;)"
IN WITNESS WHEREOF,XL REINSURANCE AMERICA INC.has caused its corporate seal to be hereunto affixed,and these presents to be signed by its duly
authorized officers this 13th day of April,2018
RA C
XL REINSURANCE AMERICA INC
4,�4?0,Q; ��
cts ..)
by4_ 0n
`reAl. Gregory Boal,VICE PRESIDENT
Attest 6..t": /1/4A
Kevin M Mlrsch,ASSISTANT SECRETARY
STATE OF PENNSYLVANIA
COUNTY OF CHESTER
On this 13th day of April,2018,before me personally came Gregory Boal to me known,who,being duly sworn,did depose and say that he is Vice
President of XL REINSURANCE AMERICA INC.,described in and which executed the above instrument,that he knows the seal of said Corporation,
that the seal affixed to the aforesaid Instrument is such corporate seal and was affixed thereto by order and authority of the Board of Directors of
.•toC4Sr.�'
4GP•. ql t
COMMONWEALTH OF PENNSYLVANIA
0:joNM'F :IaL NOTARIAL SEAL ' ./
,)-
:47.IF �atc: Rebecca C Shaihoub, Notary Public
'OQ;c' of =t(P' Uwchlan Twp, Chester County
e �' 7.
My Commission Expires Apnl 28.2020
:•yQ~MSYLVP y�C." MEUBER PENNSYLVANIA ASSCCIA1ION OF NOTARIE Rebecca C.Shalhoub,NOTARY PUBLIC
'•:4RY PV?••'
STATE OF PENNSYLVANIA
COUNTY OF CHESTER
I, Kevin M Mirsch, Assistant Secretary of XL REINSURANCE AMERICA INC a corporation of the State of New York,do hereby certify that the
person who executed this Power of Attorney,with the rights,respectively of XL REINSURANCE AMERICA INC,do hereby certify that the above
and forgoing is a full,true and correct copy of a Power of Attorney issued by said Corporation,and that I have compared same with the original
and that It Is a correct transcript therefrom and of the whole original and that the said Power of Attorney is still in full force and effect and has
not been revoked
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of said Corporation, at the City of Exton,this 16th
day of June,2021
AsC'R
;>.11% /411't
z
Kevin M Mlrsch,ASSISTANT SECRETARY
.y�SeAt
Y'OR'E
This Power of Attorney may not be used to execute any bond with an Inception date 4/13/2023 12 00 OOAM
SB0042
STATE OF ILLINOIS }
COUNTY OF DUPAGE }
On June 16, 2021, before me, Alexandra Sarton, a Notary Public in and for said County and
State, residing therein, duly commissioned and sworn, personally appeared James I Moore
known to me to be Attorney-in-Fact of XL Specialty Insurance Company the corporation
described in and that executed the within and foregoing instrument, and known to me to be the
person who executed the said instrument in behalf of the said corporation, and he duly
acknowledged to me that such corporation executed the same
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and
year stated in this certificate above
My Commission Expires July 5, 2024 —4 I s
le 44 dra Sarto , otary Public
Commission No 840142
OFFICIAL SEAL
ALEXANDRA SARTORI
NOTARY PUBLIC,STATE OF ILLINOIS
My Commission Expires July 5,2024
9 4
AMENDMENT NO 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES ("City")and
CLEANSTREET, a California corporation("Contractor") is effective as of March 11, 2020
RECITALS
A City and Contractor entered into that certain Agreement for Contractual Services
dated June 21,2016("Agreement")whereby Contractor agreed to provide street sweeping and bus
stop/shelter cleaning services(the"Services")for four years, for a Contract Sum of$960,000 The
Agreement provided that the Term may be extended up to three additional years at the City's
discretion
B City and Contractor now desire to extend the Term of the Agreement by one year,
until June 30, 2021, and to increase the Contract Sum to fund by$240,000 to $1,200,000
TERMS
1 Contract Changes The Agreement is amended as provided herein (Deleted text
is indicated in s riles and added text in bold italics)
a Section 2 1, Contract Sum, is amended to read
"Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor the amounts specified in the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference The total
compensation, including reimbursement for actual expenses, shall not exceed
$240,000 per fiscal year,for a total of$1,200,000 (One Millions, Two Hundred
Thousand Dollars and Zero Cents)
4960003 (the "Contract Sum"), unless additional compensation is approved
pursuant to Section 1 8"
b Section 3 4, Term, is amended to read
"Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services
but not exceeding June 30, 2021 : • - .. • • : • - - •• - - • -. , except as
otherwise provided in the Schedule of Performance(Exhibit"D")"
c Exhibit "C", Schedule of Compensation, is replaced with Exhibit "C",
Schedule of Compensation -- Amendment No 1, attached hereto and incorporated
by reference
d Exhibit "D", Schedule of Performance, is replaced with Exhibit "D",
Schedule of Performance -- Amendment No 1, attached hereto and incorporated
by reference
2 Continuing Effect of Agreement Except as amended by this Amendment No 1,
all provisions of the Agreement shall remain unchanged and in full force and effect From and
after the date of this Amendment No 1,whenever the term"Agreement"appears in the Agreement,
it shall mean the Agreement,as amended by this Amendment No 1 to the Agreement
3 Affirmation of Agreement, Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective nghts and obligations
ansing under the Agreement Each party represents and warrants to the other that there have been
no wntten or oral modifications to the Agreement other than as provided herein Each party
represents and warrants to the other that the Agreement is currently an effective,valid,and binding
obligation
Contractor represents and warrants to City that, as of the date of this Amendment No 1,
City is not in default of any matenal term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a matenal default
under the Agreement
City represents and warrants to Contractor that, as of the date of this Amendment No 1,
Contractor is not in default of any matenal term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a matenal
default under the Agreement
4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment
5 Authority The persons executing this Amendment No 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authonzed to
execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this
Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and
(iv)the entering into this Amendment No 1 does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON FOLLOWING PAGE]
01203 0006/631420 I mgw -2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above wntten
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Jo ruikshank, Mayor
ATTEST
mily Colbo , City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
W. �f.Wn z44
William W Wynder, City Attorney
CONTRACTOR
CLEANS ' ET, a alifo i corporation
By #,
�• e O
itle C
By
�Z� �Q�'�. °14.4 e
Title 44/4 VA/4'd
Address
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY
01203 0006/631420 1 mgw -3-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ,2020 before me, ,personally appeared ,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
WITNESS my hand and official seal
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SiGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/631420 1 mgw
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate venfies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ,2020 before me, ,personally appeared ,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
WITNESS my hand and official seal
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
El INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
El PARTNER(S) ❑ LIMITED _
❑ GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
El TRUSTEE(S)
El GUARDIAN/CONSERVATOR
0 OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/631420 I mgw
EXHIBIT"C"
SCHEDULE OF COMPENSATION—Amendment No 1
I Contractor shall perform the following tasks at the following rates In the event of a
discrepancy between these rates and the rates listed on the bid sheet submitted by the
Contractor,the rates ()it the bid sheet shall control
SUB-BUDGET YEARLY AMOUNT TOTAL AMOUNT
FY2020-2021
1 Scheduled Sweeping $201,492 $1,005,970
2 Scheduled Bus Stop/Shelter $22,610 $105,510
Cleaning
3 Additional Sweeping and $15,898 $88,520
Bus Stop/Shelter Cleaning
BUDGET TOTAL $240,000 $1,200,000
SCHEDULED SWEEPING
Amt/Month AmtlYear Amt/Month Amt/Year Item
FY2016-2017 FY2016-2017 FY2020- FY2020- Total
through through 2021 2021
FY2019-2020 FY2019-2020
Item 1 — $12,820 $153,840 $13,153 $157,836 $773,196
Residential
Sweeping
Item 2—Non- $2,376 $28,512 $2,438 $29,256 $143,304
Residential
Sweeping
Item 3—Western $225 (per $11,700 $231 (per $12,012 $58,812
Avenue week) week)
Item 4—Parking $350 $4,200 $359 $4,308 $21,108
Lots and Scenic
Turnouts
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Item 5—NPDES $1,900 $1,950 $9,550
Sweep
Scheduled Sweeping Total $1,005,970
ADDITIONAL AND AS-NEEDED SWEEPING
Amt/Curb Mile Amt/Hour Amt/Curb Amt/Hour
FY2016-2017 FY2016-2017 Mile FY2020-
through through FY 2020- 2021
FY2019-2020 FY2019-2020 2021
Item 6—Additional/New $24 00 $24 60
Location Sweep
Item 7—Extra Sweeping(2- $105 00 $107 70
Hour Response)
Item 8—Extra Sweeping(Next $100 00 $102 60
Business Day)
Item 9—Alternative Sweeping $45 00 $46 20
for Heavy Sediment
SCHEDULED BUS STOP/SHELTER CLEANING
*Total cost to clean all bus stops and bus shelters
Amt/Month Amt/Year Amt/Month Amt/Year 5-Year
FY2016-2017 FY2016-2017 FY2020- FY2020- Total
through through 2021 2021
FY2019-2020 FY2019-2020
Item 10—Weekly $1,574 $18,888 $1,884 15 $22,609 80 $105,510
Cleaning of All
Bus Stops/Shelters
ADDITIONAL BUS SHELTER CLEANING
*Total cost to clean all bus shelters an addition time
Amt/Month Amt/Month
FY2016-2017 FY2020-2021
through
FY2019-2020
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Item 11 —Additional Once-Monthly Cleaning $360 $370
of All Bus Shelters
II Payments for additional and/or as-needed services falling within Items 6 through 9,
and Item 11,will only paid upon presentation of an invoice with an attached written
authorization for the work signed by the Contract Officer,or his designee.
III Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 21, unless Additional Services are
approved per Section 1 8
IV Administration of Agreement By EDCO Disposal Corporation
City has assigned responsibility for administenng the street sweeping contract to EDCO
Disposal Corporation ("EDCO"), City's authonzed residential solid waste collector Contractor
shall submit all invoices and other communications directly to EDCO, and all invoices will
be paid by EDCO.
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE—Amendment No 1
I Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this
Agreement shall be July 1, 2016, to June 30, 2021 The term of this Agreement may be
extended up to two addition years by mutual consent of the Parties
II Contractor shall perform all work timely in accordance with the following schedule
A Scheduled sweeping and cleaning of bus stops and shelters shall be performed at
the frequency specified in Exhibit A of this Agreement, according to a schedule
approved in writing by the Contract Officer
B Additional and as-needed services shall be performed according to the schedule
ordered by the City
III Contractor shall deliver monthly reports and complaint logs to the City no later than the
fifteenth(15th)day of the month following the subject month of the report or log
IV The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
01203 0006/631420 1 mgw
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document
State of California
County of Los Angeles )
On March 11, 2020before me, J Moran, Notary Public
(insert name and title of the officer)
personally appeared Jere Costello and Rick Anderson
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) rsiare
subscribed to the within instrument and acknowledged to me that hefshelthey executed the same in
Abel/their authorized capacity(ies), and that by Ns/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct
WITNESS my hand and official seal
J MORAN
B=�='` '• COIN #2244597
U) N -^Q NOTARY PUBLIC CAUPORNiA N
l'�1* YY CSY ANEJSU
02t'Signature (Seal)
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
CLEANSTREET
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
CLEANSTREET
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 21 day of June, 2016 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and CleanStreet, a California corporation
("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as the"Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged,the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Contractor shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement,
Contractor represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Contractor shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Contractor covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall
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01203.0001/300525.1
mean those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances.
1.2 Contractor's Proposal.
The Scope of Service shall include the Contractor's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees 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, its officers, employees or agents of City, against any such fees,
assessments,taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Contractor warrants that Contractor has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Contractor discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Contractor shall immediately inform
the City of such fact and shall not proceed except at Contractor's risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Contractor shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
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01203.0001/300525 1
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Contractor,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Contractor that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any
other provisions of this Agreement,the provisions of Exhibit"B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation for Fiscal Years 2016-2017
through 2019-2020, including reimbursement for actual expenses, shall not exceed Nine
Hundred and Sixty Thousand Dollars ($960,000) (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
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contract retention; (iii) payment for time and materials based upon the Contractor's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Contractor is required to attend additional meetings to facilitate such coordination, Contractor
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also
be detailed by such categories. Contractor shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Contractor to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Contractor
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Contractor to be paid within forty-five(45)days of receipt of Contractor's correct and undisputed
invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City to
Contractor for correction and resubmission. Review and payment by City for any invoice
provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein
or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Contractor.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty(180)days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Contractor's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
«D„
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01203.0001/300525.1
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor ("Principals") are hereby designated as being the
principals and representatives of Contractor authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Jere Costello President
(Name) (Title)
Rick Anderson Secretary
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Contractor without the express written approval of City. Additionally, Contractor shall utilize
only competent personnel to perform services pursuant to this Agreement. Contractor shall make
every reasonable effort to maintain the stability and continuity of Contractor's staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Contractor shall not at any time or in any manner represent that Contractor or
any of Contractor's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may
have to any such rights.
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01203.0001/300525 1
4.3 Contract Officer.
The Contract Officer shall be the Director of Public Works, or such person as may be
designated by the City Manager. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Contractor, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Contractor's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Contractor shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Contractor shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise
with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Contractor, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or
any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Contractor shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
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(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used,
then the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Contractor in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including"any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Contractor's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Contractor's services or the termination of this
Agreement. During this additional 5-year period, Contractor shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Contractor's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty(30)days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of
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insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Contractor has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following"cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Contra tor Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Contractor performs; products and completed operations of Contractor; premises
owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by
Contractor. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Contractor's insurance shall apply separately to each insured against whom claim is made or suit
is brought,except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Contractor agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Contractor may be held responsible for the payment of damages to any persons or
property resulting from the Contractor's activities or the activities of any person or persons for
which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification
liabilities as provided in Section 5.3.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Contractor is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
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01203.0001/300525 1
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or
indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Contractor shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Contractor in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Contractor and shall survive
termination of this Agreement.
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01203.0001/300525.1
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best
Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial
category Class VII or better, unless such requirements are waived by the Risk Manager of the
City ("Risk Manager")due to unique circumstances. If this Agreement continues for more than 3
years duration, or in the event the risk manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies may be changed accordingly
upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Contractor's business,
custody of the books and records may be given to City, and access shall be provided by
Contractor's successor in interest. Notwithstanding the above, the Contractor shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Contractor
agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
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01203.0001/300525 1
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Contractor, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Contractor will be at the
City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties
shall not extend to such use, reuse or assignment. Contractor may retain copies of such
documents for its own use. Contractor shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages resulting therefrom. Moreover, Contractor with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed"works made for hire"for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Contractor. Contractor shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by the
City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered
"voluntary"provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Contractor's conduct.
(d) Contractor shall promptly notify City should Contractor, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Contractor or be
present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
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01203.0001/300525.1
provided by Contractor. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Contractor is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Contractor for any work performed
after the date of default. Instead, the City may give notice to Contractor of the default and the
reasons for the default. The notice shall include the timeframe in which Contractor may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Contractor is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Contractor does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor's acts or omissions in performing or failing to perform Contractor's
obligation under this Agreement. In the event that any claim is made by a third party,the amount
or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
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01203.0001/300525.1
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Contractor shall not constitute a
waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any
right or remedy by a non-defaulting party on any default shall impair such right or remedy or be
construed as a waiver. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor,
except that where termination is due to the fault of the Contractor, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Contractor
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Contractor may determine. Upon receipt of any
notice of termination, Contractor shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Contractor has initiated
termination, the Contractor shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated
termination, the Contractor shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable
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01203.0001/300525.1
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Contractor for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Contractor's performance of services under this
Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Contractor agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Contractor warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
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01203.0001/300525 1
this Agreement. Contractor shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho
Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Contractor,to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall
be deemed communicated at the time personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
9.2 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
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Contractor and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
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01203.0001/300525 1
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty&Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to-be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that(s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Contractor
is aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
kir
Contractor's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0001/300525.1
•
• IN WITNESS WHEREOF,the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Ken IP a., ayor
ATTEST:
Ic-- "/84.44--a Morreale, C. Clerk
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
David J. Al s re, City Attorney
CONSULTANT:
CL 14 .TREE , a C. iii rnia corporation
If r
By: _
i e:Jere Costello
e: President
/ /
By: i M
Name:Rick Anderson
Title:Secretary
Address: 1937 W. 169th Street
Gardena, CA 90247
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
- 18 -
01203.0001/300525.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
County of i°5 alit&S
On � /41, ZO/b before me, 7/404.14.� .71 �
Oate Here lnse Name and Tit„ of the Officer
personally appeared 4.4E costa r ��i' ek
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ie/are
subscribed to the within instrument and acknowledged to me that ho/oke/they executed the same in
aiefheo/their authorized capacity(ies),and that by hisikier/their signature(s)on the instrument the person(s),
or the entity upon behalf of which the,person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
�--- WITNESS my hand and official seal.
•�''`"4,•. J. MORAN
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NOTARY PUBLIC•CALIFORNIA N
Los Mows COUNTY — Signature
Mr Cosh.Esp.Jun 21,2011 ignature of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signer's Name: Signer's Name:
❑Corporate Officer — Title(s): 0 Corporate Officer — Title(s):
❑Partner — ❑Limited ❑General ❑ Partner — ❑Limited ❑General
❑Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
0 Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑Other: ❑ Other:
Signer Is Representing: Signer Is Representing:
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02015 National Notary Association •www.NationalNotary.org• 1-800-US NOTARY(1-800-876-6827) Item#5907
EXHIBIT "A"
SCOPE OF SERVICES
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the bid documents for the project entitled STREET SWEEPING
SERVICES FISCAL YEAR 2016/17-2017/18-2018/19-2019/20, including any
documents or exhibits referenced therein, or attached thereto, all of which are
incorporated herein by this reference.
II. Brief description of the work to be performed:
Contractor will provide scheduled and as-needed street sweeping services at designated
locations in the City and will clean bus stops and bus shelters on a scheduled and as-
needed basis. These services will include the following items:
SCHEDULED SWEEPING
Item 1: Sweep residential streets twice per month(24 times/year).
Item 2: Sweep non-residential streets twice per month (24 times/year).
Item 3: Sweep Western Avenue weekly(52 times/year).
Item 4: Sweep parking lots and scenic turnouts twice per month (24 times/year).
Item 5: Perform an NPDES sweep once per year(1 time/year).
ADDITIONAL AND AS-NEEDED SWEEPING
*These services will only be performed following an express order from the Contract Officer,
which may be issued at the sole discretion of the City.
Item 6: Additional sweeping for scheduled location or new location.
Item 7: Emergency sweeping of any location (residential, non-residential, parking lots, scenic
turnouts)—two-hour response time.
Item 8: Extra sweeping of any location (residential, non-residential, parking lots, scenic
turnouts)—one-day response time(next business day).
Item 9: Alternative sweeping for areas of heavy sediment.
SCHEDULED BUS STOP AND BUS SHELTER CLEANING
Item 10: Clean all bus stops and bus shelters listed in Exhibit A-1, weekly(52 times/year).
01203.0001/300525 1 A-1
ADDITIONAL BUS SHELTER CLEANING
*This service will only be performed following an express order from the Contract Officer,
which may be issued at the sole discretion of the City.
Item 11: Clean all bus shelters listed in Exhibit A-1 an additional one time per month, including
pressure washing the shelter area.
III. In addition to the requirements of Section 6.2,during performance of the Services,
Contractor will keep the City appraised of the status of performance by delivering
the following status reports:
A. Monthly Sweeping Report and Data Access
Contractor shall provide City with monthly reports verifying, to the satisfaction of the
City, that Contractor has completed all scheduled and on-call sweeping services during the
previous month showing the date each street section was swept and any other information City
may require to verify that Contractor has fully complied with the requirement of the Agreement.
The report shall include the following information:
1. Date and time a street was swept. If a street is swept in segments, the
report may provide the range of time within that date that the entire street
was swept.
2. Comments or notes related to obstacles or issues faced during the drivers'
daily route.
3. Tonnage of waste collected and tonnage recycled. Including the name and
location of facility(s).
Contractor shall provide the City with at minimum two "read-only" log-ins to a GIS or
other mapping system (including training City staff how to access and read the data) showing
details of street sweeping activity in the City in order that City can monitor sweeping activity and
assist residents with information. The information shall include the following:
1. Date and time a street was swept,posted within 24 hours of the sweeping.
2. If a street is swept in segments, the range of time within the date that the
entire street was swept is acceptable.
Additionally, the City shall have the capacity to export the above data into a common
database format (.xls, .csv, .dbf, etc.) at any time. The City shall have the right to a"data dump"
of all data related to the City street sweeping no more than twice per year on request, and within
30 days of the termination of this Agreement.
01203.0001/300525 1 A-2
B. Monthly Bus Stop/Bus Shelter Report
The Contractor shall report monthly to the Director of Public Works, or his appointed
representative, the tonnage of debris collected and the tonnage of waste recycled from bus stops
and bus shelters. Contractor's monthly reports shall also report whether there is any regular
overflow of trash at any bus stop or bus shelter, and whether there is a need for any trash or
recycling containers to be replaced.
C. Monthly Complaint Log
Contractor shall submit a monthly report or log summary of all complaints received by
Contractor regarding Contractor's services provided under this Agreement, as well as a
description of the steps that Contractor has taken to resolve such complaints and a statement of
whether the complaints have been resolved.
IV. Administration of Agreement By EDCO Disposal Corporation
EDCO is responsible for day-to-day contract administration, overseeing operations, and
customer service. EDCO is authorized by the City to provide direction to Contractor in the
implementation of the Agreement, to the extent such direction is consistent with this Agreement.
During the term of this Agreement, City may reassign responsibility for the administration of the
Agreement to another entity or choose to self-administer the Agreement in its sole discretion.
City may also, in its sole discretion, require that reports, notices, and other communications be
directed to City in addition to or instead of EDCO or any other assignee. Where the Special
Provisions of the bid documents state that a report, notice, or other communication shall be
directed to the City or the Director of Public Works, it shall be understood that City may instead
require that such communication be directed to City's assignee.
V. All work product is subject to review and acceptance by the City, and must be
revised by the Contractor without additional charge to the City until found
satisfactory and accepted by City.
01203.0001/300525 1 A-3
EXHIBIT A-1
LIST OF BUS STOPS AND BUS SHELTERS
01203.0001/300525 1 A-4
List of Bus Stops and Bus Shelters in RPV
Bus Transit Automated
Facility ID Cross Streets Shelter Type Trash Bin
BusStop_BS106 Hawthorne(NE)City Hall Yes Metro Yes
BusStop_BS1 Hawthorne(NB) No Metro No
BusStop_BS2 Hawthorne(NE)Vallon (Salvation Army) Yes Both Yes
BusStop_BS3 Hawthorne (SB)S.West Sal Army No Both No
BusStop_BS4 Hawthorne(SB)Sunset Ridge+Below Via Capri No PV Transit No
BusStop_BS5 Hawthorne(SB)Sunset Ridge+Golden Cove No Metro No
BusStop_BS6 Hawthorne(NE) Dupre(Actually Vallon ) No Both No
BusStop_BS7 Hawthorne(SB) Dupre(Actually Vallon) No Metro Yes
BusStop_BS8 Hawthorne(SB) (NB)(NE) Dupre(Ryan Park) Yes Both Yes
BusStop_BS9 Hawthorne (SB) Dupre No Metro No
BusStop_BS10 Hawthorne(NB) (NE) Los Verdes Yes Metro Yes
BusStop_BS11 Hawthorne(SB) Los Verdes No Both No
BusStop_BS12 Hawthorne(NE)Crest(Ralphs) No Metro No
BusStop_BS13 Hawthorne(SB)Crest(Ralphs In Front) No Both Yes
BusStop_BS14 Hawthorne(NB)Crest(Ralphs Yes Metro Yes
BusStop_BS15 Hawthorne(NB)Ahead Of Country Ln,Across From Ocean Crest No Both No
BusStop_BS16 Hawthorne(NB) Indian Valley No Metro No
BusStop_BS17 Hawthorne(NB)Verde Ridge(North Of Hesse) No Both No
BusStop_BS18 Hawthorne(NB)Seamount Yes Metro No
BusStop_BS19 Hawthorne(NB)Granvia Altamira (Ridgegate Dr) @7/11 Yes Metro Yes
BusStop_BS20 Hawthorne(SB) High Ridge South Bound Before Chevron No PV Transit No
BusStop_BS21 Hawthorne(NB) High Ridge(At Chevron) Yes Metro Yes
BusStop_BS22 Hawthorne(NB) Indian Peak(Malaga Bank) No Metro Yes
BusStop_BS23 Hawthorne(NB)Silver Spur(Primier Bank) Yes Metro No
BusStop_B524 Hawthorne(NB) Basswood No PV Transit No
BusStop_BS25 Hawthorne(NB) Elkmont Yes PV Transit Yes
BusStop_BS26 Hawthorne(SB) Basswood Yes Metro Yes
BusStop_BS27 Hawthorne(SB)Silver Spur No Both Yes
BusStop_BS28 Hawthorne(NB) Indian Peak No Metro No
BusStop_BS29 Hawthorne(NB)Grayslake No Metro Yes
BusStop_BS30 Hawthorne(SB)Granvia Altamira (Next To Shell) No Metro No
BusStop_BS31 Hawthorne(SB) Eddinghill(Across From Seamount N) No Metro No
BusStop_B532 Pv West @ Rue Beaupre Yes PV Transit No
BusStop_BS33 Pv West NB Berry Hill Dr No PV Transit No
BusStop_BS34 Pv West SB Calle Entradero No PV Transit No
BusStop_BS35 Hawthorne(SB)Via Rivera No Metro No
BusStop_BS36 Pv West SB Rue Beaupre No PV Transit No
BusStop_BS45 Western (NB)Caddington Dr No Both Yes
BusStop_BS46 Western NB Toscanini Dr No Metro No
List of Bus Stops and Bus Shelters in RPV
BusStop_BS47 Western NB Westmont Dr&Delasonde No Both No
Western NB Green Hills Cemetery (Across From Green Hills
BusStop_BS49 Cemetery) No Both No
BusStop_BS51 Western (SB) Peninsula Verde No Both No
Western (SB)Green Hills Cemetery (Next Green Hills Cemetery
BusStop_BS52 ) No Both No
BusStop_BS53 Western (SB)Ave Aprenda No Both No
BusStop_BS54 Western (SB)Westmont Dr&Delasonde No Both No
BusStop_BS55 Western(SB)Toscanini (Courtyards) No Both No
BusStop_BS56 Western(SB)Caddington (Before Terraces) No Both No
BusStop_BS57 Western(SB)Capitol(Trudie Dr) No Both No
BusStop_BS58 Western (SB) Park Western (Next To O'Reilly) No Both No
BusStop_BS59 Western (SB)Crestwood (Chevron) Yes Both No
BusStop_BS60 Western (SB)Summerland) (Summerland Plaza) No Metro No
BusStop_BS62 Pv Dr South (SB)Crestmont Ln(Ahead Of Terranea Way) Yes Both Yes
BusStop_BS63 Pv Dr South (SB)Seahill Yes Both Yes
BusStop_BS64 Pv Dr South (SB)Barkentine Rd No Metro No
BusStop_BS65 PV Dr South No Both No
BusStop_BS66 Pv Dr South (SB)Narcissa Dr No PV Transit No
BusStop_BS67 PV Dr South No PV Transit No
BusStop_BS68 Pv Dr South (SB)Schooner(PFBC) No PV Transit Yes
BusStop_BS69 Pv Dr South (NB)Conqueror No PV Transit No
BusStop_BS70 Pv Dr South (SB)Schooner(Inside Street) No PV Transit Yes
BusStop_BS71 Pv Dr South (SB)Peppertree No PV Transit No
BusStop_BS72 Pv Dr South (SB)Narcissa No PV Transit No
BusStop_BS73 Pv Dr South NB SEacove(#53 Fire Station ) No PV Transit Yes
BusStop_BS74 Pv Dr South (NB) Barkentine No Metro No
BusStop_BS75 Pv Dr South (NB)Tramonto(Across From Seahill) Yes Both No
BusStop_BS76 Pv Dr South (NB)Terranea Yes Metro Yes
BusStop_B577 Pv Dr East(NB) Up Next To Marymount@ Crest Road East No PV Transit No
BusStop_BS78 Pv Dr East(NB) Miraleste Dr Yes PV Transit Yes
BusStop_BS79 Pv Dr East(NB)Crownview Dr(No Bus Sign) Yes PV Transit Yes
BusStop_BS80 Pv Dr South (NB)Colt Rd Yes PV Transit No
BusStop_BS81 Pv Dr South (SB) Mustang No PV Transit No
BusStop_BS82 Pv Dr South (SB)Colt Rd No PV Transit No
Pv Dr South (SB)Crownview(Before)(Miraleste Int)(No Bus Sign
BusStop_BS83 Bench Only) No PV Transit Yes
BusStop_BS84 Pv Dr South (SB) La Vista Verde(Across From) No PV Transit No
BusStop_BS85 Miraleste Dr South (SB) Pv Dr South (Miraleste Plaza) No PV Transit No
BusStop_BS86 Miraleste Dr South (NB) @ Via Colinita No PV Transit No
BusStop_BS87 Ganando Dr(NE) Floweridge Dr No PV Transit No
BusStop_BS88 Ganando Dr South (SW) Floweridge No PV Transit No
BusStop_BS89 Ganado Dr No PV Transit No
BusStop_BS90 Ganado Dr No PV Transit No
List of Bus Stops and Bus Shelters in RPV
BusStop_BS91 Ganado Dr No PV Transit No
BusStop_BS92 Ganando Dr(West) @ Abrazo No PV Transit No
BusStop_BS93 Hawthorne(NB) @ Crest Rd No Metro No
BusStop_BS94 Crest Road (SE) @ Cresta Verde Dr No Metro Yes
BusStop_BS95 Crest Road (SE) @ Whitley Collins No Both No
BusStop_BS96 Crest Road NB @ Mela Ln No Both Yes
BusStop_BS97 Crest Road (SW)Crenshaw Blvd No Metro No
BusStop_BS98 Crest Road (SW)Whitley Collins No Metro No
BusStop_BS99 Crest Road (SW)Cresta Verde No Metro No
BusStop_BS100 High Ridge Rd (NB)Scottwood No PV Transit Yes
BusStop_BS101 High Ridge Rd (SB)Scottwood No PV Transit Yes
BusStop_BS102 High Ridge Rd (NB)Whitley Collins No PV Transit No
BusStop_BS103 High Ridge Rd No PV Transit No
BusStop_BS105 High Ridge Rd(SB)Armaga Springs Rd No PV Transit No
BusStop_BS107 Hawthorne(NB) Hawkhurst Yes Metro Yes
BusStop_BS108 Pv Dr East(SB)Trump National No PV Transit No
BusStop_BS109 Pv Dr West(NB) Hawthorne&Via Vincente No Both No
BusStop_BS110 Rue Langlois&Rue De La Pierre No PV Transit No
BusStop_BS111 Purple Ridge Rd (Eb)Golden Meadow No PV Transit No
BusStop_BS112 Miraleste Dr(NB) 1St Street No PV Transit No
BusStop_BS113 Pv Dr East (SW) Miraleste Plaza No PV Transit No
BusStop_BS114 Crest Road East(SE) Pv Dr East(Se) No PV Transit No
BusStop_BS115 Eddinghill Dr South(SB)(SW) Lomo Dr No PV Transit No
BusStop_BS116 Hawthorne(NB) Ridgegate Dr No PV Transit No
BusStop_BS117 Ridgegate(NB) Ridgecove Ct No PV Transit No
BusStop_BS118 Granvia Altamira (Next 7/11) No PV Transit No
BusStop_BS119 Hawthorne(NB) Blackhorse Rd No Metro No
BusStop_BS120 Montemalaga (SB) Basswood No PV Transit No
BusStop_BS121 Hawthorne(SB) Doverridge Rd No Metro No
BusStop_BS122 Hawthorne(SB)(SW) Indian Valley No Metro Yes
BusStop_BS123 Hawthorne(SB)(SW)Ocean Crest Rd No Metro No
BusStop_BS124 Whitley Collins(NB) North Bay Rd No PV Transit No
BusStop_BS125 Silver Spur Rd (NB)Whitefox/Willow Wood Rd No PV Transit No
BusStop_BS126 High Ridge Rd (NB) Hill Top No PV Transit Yes
BusStop_BS127 High Ridge Rd (SB) Hill Top Circle No PV Transit No
BusStop_BS128 Pv Dr West(NB) Berry Hill Dr No PV Transit No
BusStop_BS129 Pv Dr South (NB) Harbor Sight Dr No PV Transit No
Note: This list was updated in early 2016. However,there are occasional updates and minor changes.
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. The first paragraph of Section 2.4, Invoices, is hereby amended to read as follows
(new text is identified in underline,deleted text in strike-through):
Each month Contractor shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance and/or Director of Public Works. By submitting an invoice for payment under this
Agreement, Contractor is certifying compliance with all provisions of the Agreement. The
invoice shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts.
Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice
City for any duplicate services performed by more than one person.
II. Section 5.1, Insurance Coverages, is hereby amended to read as follows (new text is
identified in underline,deleted text in strileugh):
The Contractor shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage, including, without limitation,
blanket contractual liability. The policy of insurance shall be in an amount not less than
$2,000,000 per occurrence, $4,000,000 general aggregate, and a $2,000,000
completed operations aggregate. Any endorsement restricting standard ISO "insured contract"
language will not be accepted. or if a general aggregate limit is uscd, thcn the general aggregate
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and
Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily
injury or disease. - -•- , •- . - . • . . •. • - _ .
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$14)00,000 $5,000,000. Said policy shall include coverage for owned, non-owned, leased, hired
01203.0001/300525 1 B-1
cars and any automobile. Said policy shall also be endorsed to include pollution liability(written
on form CA 99 48 or its equivalent).
(d) - • • • - - •. . . •
• - - •
Contractor's profession. This coverage may be written on a "claims made" basis, and must
services performed under this Agreement. The insurance must be maintained for at least 5
(e) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
III. The following is hereby added to Section 5.2, General Insurance Requirements:
If the Contractor maintains higher limits than the minimum limits shown above, the City requires
and shall be entitled to coverage for the higher limits maintained by the Contractor.
IV. Section 5.4, Sufficiency of Insurer, is hereby replaced with the following:
5.4 Performance Bond
Concurrently with execution of this Agreement, Contractor shall deliver to the City a
performance bond in the amount of the annual Contract Sum of this Agreement, Two Hundred
and Forty Thousand Dollars ($240,000), in the form provided by the City Clerk, which secures
the faithful performance of this Agreement. The performance bond shall contain the original
notarized signature of an authorized officer of the surety and affixed thereto shall be a certified
and current copy of his power of attorney. The bond shall be unconditional, shall be renewed
each year, shall remain in force during the entire term of the Agreement, and shall be null and
void only if the Contractor promptly and faithfully performs all terms and conditions of this
Agreement.
V. Section 5.5, Sufficiency of Insurer and Surety, is hereby added as follows:
Insurance and bonds required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent edition of
Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager
of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more
than 3 years duration, or in the event the Risk Manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
01203.0001/300525 1 B-2
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by Section 5.4 may be changed accordingly upon receipt of written notice from the Risk
Manager.
VI. Section 5.6, Substitution of Securities, is hereby added as follows:
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent
securities for any funds withheld to ensure performance under this Agreement may be permitted
at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to
an escrow agreement in a form prescribed by Public Contract Code Section 22300, request
payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor.
VII. Section 5.7,Release of Securities, is hereby added as follows:
City shall release the Performance Bond when the following have occurred:
(a) Contractor has made a written request for release and provided
evidence of satisfaction of all other requirements under Article 5 of this Agreement; and
(b) the Work has been accepted by the City.
01203.0001/300525.1 B-3
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Contractor shall perform the following tasks at the following rates. In the event of a
discrepancy between these rates and the rates listed on the bid sheet submitted by the
Contractor,the rates on the bid sheet shall control.
SCHEDULED SWEEPING
Amt/Month Amt/Year 4-Year Total
Item 1 —Residential Sweeping 12,820 153,840 615,360
Item 2—Non-Residential 2,376 28,512 114,048
Sweeping
Item 3—Western Avenue 225 11,700 46,800
Item 4—Parking Lots and 350 4,200 16,800
Scenic Turnouts
Item 5—NPDES Sweep 1,900 7,600
ADDITIONAL AND AS-NEEDED SWEEPING
Amt/Curb Amt/Hour
Mile
Item 6—Additional/New Location Sweep 24
Item 7—Extra Sweeping (2-Hour Response) 105
Item 8—Extra Sweeping (Next Business Day) 100
Item 9—Alternative Sweeping for Heavy 45
Sediment
SCHEDULED BUS STOP/SHELTER CLEANING
*Total cost to clean all bus stops and bus shelters.
Amt/Month Amt/Year 4-Year Total
Item 10—Weekly Cleaning of 1,574 18,888 75,552
All Bus Stops/Shelters
01203.0001/300525.1 C-I
ADDITIONAL BUS SHELTER CLEANING
*Total cost to clean all bus shelters an addition time.
Amt/Month
Item 11 —Additional Once-Monthly Cleaning 360
of All Bus Shelters
II. Payments for additional and/or as-needed services falling within Items 6-9 and 11
will only paid upon presentation of an invoice with an attached written
authorization for the work signed by the Contract Manager, or his designee.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. Administration of Agreement By EDCO Disposal Corporation
City has assigned responsibility for administering the street sweeping contract to EDCO
Disposal Corporation ("EDCO"), City's authorized residential solid waste collector. Contractor
shall submit all invoices and other communications directly to EDCO, and all invoices will
be paid by EDCO.
V. The total compensation for the Services for Fiscal Years 2016-2017 through 2019-
2020 shall not exceed $960,000,as provided in Section 2.1 of this Agreement.
01203.0001/300525 1 C-2
EXHIBIT "D"
I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this
Agreement shall be July 1, 2016, to June 30, 2020. The term of this Agreement may be
extended up to three addition years by mutual consent of the Parties.
II. Contractor shall perform all work timely in accordance with the following schedule:
A. Scheduled sweeping and cleaning of bus stops and shelters shall be performed at
the frequency specified in Exhibit A of this Agreement, according to a schedule
approved in writing by the Contract Manager.
B. Additional and as-needed services shall be performed according to the schedule
ordered by the City.
III. Contractor shall deliver monthly reports and complaint logs to the City no later than the
fifteenth (15th)day of the month following the subject month of the report or log.
IV. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0001/300525 1 D-1