23-0720_SCA OF CA, LLC_Consent to Assignement AgreementCITY OF SAN JUAN CAPISTRANO
CONSENT TO ASSIGNMENT AGREEMENT
THIS CONSENT TO ASSIGNMENT AGREEMENT ("Consent") is made as of this 20th
day July, 2023 ("Effective Date"), by and among the City of San Juan Capistrano, a
California municipal corporation ("City"), Cannon Pacific Services, LLC, a California
limited liability company, ("Assignor"), and SCA of CA, LLC, a Delaware limited liability
company ("Assignee"). City, Assignor, and Assignee may be individually referred to
herein as a "party," and collectively referred to as the "parties."
RECITALS
A. City and Assignor entered into an Agreement for the Citywide Street Sweeping
and Street Cleaning Services in City right-of-way ("Project") as set forth in the
Agreement dated June 2, 2020. A copy of the Agreement is attached hereto as
Exhibit A and incorporated herein by this reference.
B. Assignor now desires to assign to Assignee all of its rights, duties, and obligations
in, to, and under the Agreement ("Assignment").
C. Pursuant to Section 3.5.7 of the Agreement titled "Assignment or Transfer,"
Contractor shall not assign, hypothecate or transfer, either directly or by operation
of law, this Agreement or any interest herein without the prior written consent of
the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
D. Assignor and Assignee desire to obtain City's consent to the Assignment and City
is willing to consent to the Assignment pursuant to the following terms and
conditions.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained in this Consent,
and for valuable consideration, the receipt and sufficiency of which are acknowledged by
the parties, the parties agree as follows.
1. Representations and Warranties. Assignor and Assignee jointly represent and
warrant to the City:
1.1 That Assignee is an organization in good standing and validly existing under
the laws of the State of California.
1.2 That the execution, delivery, and performance of the Agreement by
Assignee have been duly authorized.
61147.02100\24406143.1
2. Assumption and No Release. Assignee expressly assumes, acknowledges and
agrees for the benefit of City to be bound by, and to perform and comply with, every
obligation of Assignor under the Agreement. City shall have the same rights and
remedies as against the Assignee as City under the terms and provisions of the
Agreement has against Assignor with the same force and effect as though every such
duty, obligation, responsibility, right or remedy were set forth herein in full.
3. Insurance and Indemnity. Without limiting Assignee's obligations under the
Agreement following the Assignment, the insurance and indemnity provisions applicable
to the Agreement are hereby expressly incorporated by reference and shall continue to
apply. This provision shall not be interpreted to be exclusionary.
4. References. All references and meaning assigned to the term "Contractor" in the
Agreement shall be understood to mean SCA of CA LLC, and shall include all of the
corresponding rights, obligations and benefits thereof as provided by this Consent and
the Agreement.
5. Subsequent Assignments. This Consent does not constitute a consent to any
subsequent assignment and does not relieve Assignee or any person claiming under or
through Assignee of the obligation to obtain the consent of City under Section 3.5.7 of the
Agreement to any future assignment. Notwithstanding the foregoing, City may consent
to subsequent assignments of the Agreement, or amend the Agreement without notifying
Assignor, including but not limited to any of Assignor's guarantors, and without obtaining
their consent, and that action by Assignee will not relieve those persons of liability.
6. Default; Breach. In the event of any default or breach of Assignee under the
Agreement, City may proceed directly against Assignee, any guarantors, or anyone else
liable under the Agreement without first exhausting City's remedies against any other
person or entity liable under the Agreement to City. Notwithstanding the foregoing, any
act or omission of Assignee or anyone claiming under or through Assignee that violates
any of the provisions of the Agreement will be deemed a default under the Agreement by
Assignor.
7. Termination. Notwithstanding the parties' desire, intent and agreement to modify
the Agreement through the Assignment and this Consent, should the City, at its sole
discretion, wish to cancel, void or terminate the Agreement at any future time, the City
may do so by providing written notice of termination to Assignee in accordance with the
termination provisions of the Agreement. In such an event, simultaneously upon the
giving of written notice of termination in accordance with the terms of the Agreement, the
Agreement and this Consent shall be deemed canceled, voided and terminated.
8. Effect of Execution. Assignee's execution of this Consent shall be deemed an
execution by Assignee of the Agreement. Upon execution of this Consent, Assignee shall
be deemed a signatory and party to the Agreement as if Assignee had directly executed
the Agreement. Assignee agrees to be firmly bound by all covenants, obligations and
conditions of the Agreement by its execution hereunder.
61147.02100\24406143.1
9. General Provisions.
9.1 Invalidity. If this Consent or the Assignment is determined by a court,
administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, the Agreement as originally executed shall nevertheless
be deemed to remain in full force and effect as if this Consent and the Assignment had
not been made or attempted.
9.2 Severability. If any term or other provision of this Consent is determined
by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and provisions of this
Consent shall remain in full force and effect.
9.3 Governing Law. This Consent will be construed in accordance with and
will be governed by the laws of the State of California.
9.4 Notices. Notices, offers, requests or other communications required or
permitted to be given by the parties pursuant to the terms of this Consent shall be given
in writing to the respective parties.
9.5 Counterparts. This Consent may be executed in counterparts, each of
which shall be deemed to be an original but all of which shall constitute one and the same
agreement.
9.6 Binding Effect; Assignment. This Consent shall inure to the benefit of
and be binding upon the parties hereto and their respective legal representatives and
successors, and nothing in this Consent, express or implied, is intended to confer upon
any other person any rights or remedies of any nature whatsoever under or by reason of
this Consent. Assignee may not assign this Consent nor any rights or obligations
hereunder, without the prior written consent of the City, and any such assignment shall
be void.
9.7 Authority. Each of the parties hereto represents to the other parties that
(a) it has the requisite power and authority to execute, deliver and perform this Consent;
(b) the execution, delivery and performance of this Consent by it have been duly
authorized by all necessary corporate or other actions; (c) it has duly and validly executed
and delivered this Consent; and (d) this Consent is a legal, valid and binding obligation,
enforceable against it in accordance with its terms.
9.8 Interpretation. The headings to sections contained in this Consent are
included for reference purposes only and shall not affect or modify in any way the meaning
or interpretation of this Consent.
9.9 Attorneys' Fees. Should any of the parties initiate any action at law or in
equity to enforce or interpret the terms of this Consent, the prevailing party(ies) shall be
61147.02100\24406143.1
entitled to reasonable attorneys' fees and legal costs from the non -prevailing party(ies) in
addition to any other appropriate relief.
9.10 Waiver. Except as explicitly stated in this Consent, nothing contained in
this Consent will be deemed or construed to modify, waive, impair, or affect any of the
covenants, agreements, terms, provisions, or conditions contained in the Agreement. In
addition, City's acceptance and waiver of any breach of this Consent by Assignee,
Assignor or anyone else liable under the Agreement will not be deemed a waiver by City
of any other provision of this Consent or the Agreement.
9.11 Entire Agreement; Amendment. This Consent constitutes the final,
complete and exclusive statement between the parties to this Consent pertaining to the
terms of City's consent to the Assignment, and supersedes all prior and
contemporaneous written and oral agreements. No party has been induced to enter into
this Consent by, nor is any party relying on, any representation or warranty outside those
expressly set forth in this Consent. Any agreement made after the date of this Consent
is ineffective to modify, waive or terminate this Consent, in whole or in part, unless that
agreement is in writing, is signed by the City and Assignee, and specifically states that
agreement modifies this Consent.
[SIGNATURES ON FOLLOWING PAGE]
61147.02100\24406143.1
WHEREFORE, the City, Assignor and Assignee have executed this Consent as of the
Effective Date first set forth above.
FOR CITY:
City of San Juan Capistrano
By: ..
Printed Name: Benjamin Sieqel
Its: City Manager
FOR ASSIGNEE:
SCA of CA, LLC.
By: ,, I�,,,ilo
Printed Name.1h n1![ r� r
Its: Ok
61147.02100\24406143.1
FOR ASSIGNOR:
Cannon Pacif ervices, LLC
By:
Printed Name: e v'
Its: oleo
WHEREFORE, the City, Assignor and Assignee have executed this Consent as of the Effective
Date first set forth above.
FOR CITY:
City of San Juan Capistrano
Printed Name: Benjamin Siegel
Its: City Manager
FOR ASSIGNEE:
SCA of CA, LLC.
By:
Printed Name:
Its:
`z
J rey Ballinger
City Attorney
FOR ASSIGNOR:
Cannon Pacific Services, LLC
13
Printed Name:
Its:
CITY OF SAN JUAN CAPISTRANO
STREET SWEEPING SERVICES AGREEMENT
1. PARTIES AND DATE. n�
This Agreement is made and entered into this OY1r7� day of i/L��, 2020 by and
between the City of San Juan Capistrano, a public agency organized under the laws of the State of
California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA
92675 ("City") and Cannon Pacific Services, Inc., dba Pacific Sweeping, a Corporation with its
principal place of business at 285 Pawnee Street, Suite A, San Marcos, CA 92078 ("Contractor").
City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties"
in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain street
sweeping services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing Street Sweeping and Street Cleaning
Services to public clients, that it and its employees or subcontractors have all necessary licenses
and permits to perform the Services in the State of California, and that is familiar with the plans
of City. Contractor shall not subcontract any portion of the work required by this Agreement,
except as expressly stated herein, without prior written approval of City. Subcontracts, if any,
shall contain a provision making them subject to all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for Citywide Street Sweeping and
Street Cleaning Services in City right-of-way ("Project") as set forth in this Agreement.
3. TERms.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to famish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional street sweeping and street cleaning
services necessary for the Project ("Services'l. The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
ATTACHMENT 3, PAGE 1 OF 15
3.1.2 Term. The term of this Agreement shall be from July 1, 2020 to June 30,
2026, unless earlier terminated as provided herein. Contractor shall complete the Services within
the term of this Agreement and shall meet any other established schedules and deadlines. The
Parties may, by mutual, written consent, extend the term of this Agreement if necessary to
complete the Services
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit `B" attached hereto and incorporated herein by reference. Contractor represents that it has
the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall
respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 City's Representative. The City hereby designates the Public Works
Director, or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of the City
for all purposes under this Agreement. Contractor shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative. Contractor hereby designates Lee Miller,
President, or his or her designee, to act as its representative for the performance of this Agreement
("Contractor's Representative"). Contractor's Representative shall have full authority to represent
and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's
Representative shall supervise and direct the Services, using his best skill and attention, and shall
be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
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3.2.6 Coordination of Services. Contractor agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.7 Standard of Care, Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including any
required business license, and that such licenses and approvals shall be maintained throughout the
term of this Agreement. As provided for in the indemnification provisions of this Agreement,
Contractor shall perform, at its own cost and expense and without reimbursement from the City,
any services necessary to correct errors or omissions which are caused by the Contractor's failure
to comply with the standard of care provided for herein. Any employee of the Contractor or its
sub -contractors who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be
promptly removed from the Project by the Contractor and shall not be re-employed to perform any
of the Services or to work on the Project.
3.2.8 Period of Performance. Contractor shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time').
Contractor shall perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibits "A" or "B" attached hereto, or which may be provided separately
in writing to the Contractor. Contractor agrees that if the Services are not completed within the
aforementioned Performance Time and/or pursuant to any such completion schedule or Project
milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged
and agreed that the City will suffer damage.
3.2.9 Disputes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Agreement,
Contractor shall continue to perform the Work while said dispute is decided by the City. If
Contractor disputes the City's decision, Contractor shall have such remedies as may be provided
by law.
3.2.10 Laws and Regulations, Employee/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for
all violations of such laws and regulations in connection with Services. If the Contractor performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a
public entity of the State of California subject to certain provisions of the Health & Safety Code,
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ATTACHMENT 3, PAGE 3 OF 15
Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed
that all provisions of the law applicable to the public contracts of a municipality are a part of this
Agreement to the same extent as though set forth herein and will be complied with. These include
but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor
shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight
(8) hours during any one calendar day except as permitted by law. Contractor shall defend,
indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant
to the indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Emplovment Eli ig bility, Contractor. By executing this
Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Contractor shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Contractor shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Employment Eli ibilk, Subcontractors. Sub -
subcontractors and Consultants. To the same extent and under the same conditions as Contractor,
Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing
any work relating to the Project or this Agreement to make the same verifications and comply with
all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility: Failure to Comgly. Each person
executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer
of Contractor, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Contractor or its subcontractors, sub -subcontractors or
consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any
misrepresentation or material omission concerning compliance with such requirements (including
in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to
immediately remove from the Project any person found not to be in compliance with such
requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
4 ATTACHMENT 3, PAGE 4 OF 15
require every employer to be insured against liability for Workers' Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Eaual Opportunity Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment' or recruitment
advertising, layoff or termination.
3.2.10.6 Air Quality. Contractor must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
Services, including, but not limited to, emissions limits and permitting requirements imposed by
the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB
limits and requirements' application to "portable equipment", which definition is considered by
CARB to include any item of equipment with a fuel -powered engine. Contractor shall indemnify
City against any fines or penalties imposed by CARB or any other governmental or regulatory
agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors,
or others for whom Contractor is responsible under its indemnity obligations provided for in this
Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Contractor's Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency and the State Water Resources
Control Board; the City's ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or
surface water in the state.
(B) Liability for Non -Compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and -agents free
and harmless, pursuant to the indemnification provisions of this Agreement, from and against any
and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's
non-compliance with the laws, regulations and policies described in this Section, unless such non-
compliance is the result of the sole established negligence, willful misconduct or active negligence
of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Contractor warrants that all employees and
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ATTACHMENT 3, PAGE 5 OF 15
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Contractor further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Contractor with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this Section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this Section.
3.2.11.2 Minimum Requirements. Contractor shall, at its- expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1(any auto); and
(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not'limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 2129); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (1) General Liability. $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used including, but not limited to, either the general aggregate limit shall apply
separately to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit for bodily injury and
property damage; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California. Employer's
Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Umbrella or Excess
Liability: $3,000,000 per occurrence and aggregate excess over the primary Commercial General
Liability Insurance and Automobile Liability Insurance policies specified above. Defense costs
shall be paid in addition to the limits.
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(C) Notices, Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled
or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance company
or companies. In the event any policy of insurance required under this Agreement does not comply
with these specifications or is canceled and not replaced, the City has the right but not the duty to
obtain the insurance it deems necessary and any premium paid by the City will be promptly
reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from
Contractor payments. In the alternative, the City may suspend or terminate this Agreement.
(D) Additional Insured. The City of San Juan Capistrano, its
officials, officers, employees, agents, and volunteers shall be named as additional insureds on
Contractor's and its subcontractors' policies of commercial general liability and automobile
liability insurance using the endorsements and forms specified herein or exact equivalents.
3.2.11.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Contractor shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 2010 and 20 37, or endorsements
providing the exact same coverage, the City of San Juan Capistrano, its officials, officers,
employees, agents, and volunteers shall be covered as additional insured with respect to the
Services or ongoing and complete operations performed by or on behalf of the Contractor,
including materials, parts or equipment furnished in connection with such work; and (2) using ISO
form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be
primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or
if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled
underlying coverage. Any excess insurance shall contain a provision that such coverage shall also
apply on a primary and noncontributory basis for the benefit of the City, before the City's own
primary insurance or self-insurance shall be called upon to protect it as a named insured. Any
insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and
volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute
with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any
available insurance proceeds in excess of the specified minimum limits of coverage shall be
available to the parties required to be named as additional insureds pursuant to this Section
3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees,
agents, and volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed
by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall
be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled
7 ATTACHMENT 3, PAGE 7 OF 15
underlying coverage. Any insurance or self-insurance maintained by the City, its officials,
officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth
in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits
of coverage shall be available to the parties required to be named as additional insureds pursuant
to this Section 3.2.11.3(B).
(C) Workers' Compensation and Employer's Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials,
officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its officials, officers, employees, agents, and volunteers. Any
failure to comply with reporting or other provisions of the policies including breaches of warranties
shall not affect coverage provided to the City, its officials, officers, employees, agents and
volunteers, or any other additional insureds.
3.2.11.4 Separation of Insureds: No Special Limitations, Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its officials, officers, employees, agents, and volunteers. All
policies shall waive any right of subrogation of the insurer against the City, its officials, officers,
employees, agents, and volunteers, or any other additional insureds, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to waive
their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against
City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and
shall require similar written express waivers and insurance clauses from each of its subcontractors.
3.2.11.5 Deductibles and Self=Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officials, officers, employees, agents, and
volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not
allow any subcontractors to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Contractor, the City may approve different
scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City
shall be named as additional insureds on all subcontractors' policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
8 ATTACHMENT 3, PAGE 8 OF 15
3.2.11.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.11.8 Verification of Coverage. Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. Contractor shall report to the City, in
addition to Contractor's insurer, any and all insurance claims submitted by Contractor in
connection with the Services under this Agreement.
3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Contractor shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Reserved.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit "C" attached hereto and incorporated herein by reference. For each applicable fiscal year,
the total compensation shall not exceed unit prices noted in Exhibit "C" nor the total amount
available in the applicable fiscal year operating and capital improvement budget for street
sweeping, street cleaning and debris removal services without written approval of City's Public
9 ATTACHMENT 3, PAGE 9 OF 15
Works Director. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor
shall not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.3.5 California Labor Code Requirements
a. Contractor is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Contractor and all subcontractors to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit
certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Section 1771.4.
b. If the Services are being performed as part of an applicable "public
works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Contractor and all subcontractors performing such Services must be registered with the
Department of Industrial Relations. Contractor shall maintain registration for the duration of the
Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing,
the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall
10 ATTACHMENT 3, PAGE 10 OF 15
not apply to work performed on a public works project that is exempt pursuant to the small project
exemption specified in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Contractor or any subcontractor that affect
Contractor's performance of Services, including any delay, shall be Contractor's sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Contractor caused delay and shall not be compensable by the City. Contractor shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Contractor of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Contractor shall be
compensated only for those Services which have been adequately rendered to City, and Contractor
shall be entitled to no further compensation. Contractor may not terminate this Agreement except
for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery ofNotices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Contractor:
Pacific Sweeping
Mr. Lee Miller, CEO/President
285 Pawnee, Suite A
San Marcos, CA 92078
I 1 ATTACHMENT 3, PAGE 11 OF 15
City
. City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Public Works Director
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers
and agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors
or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents
in connection with the performance of the Contractor's Services, the Project or this Agreement,
including without limitation the payment of all consequential damages, expert witness fees and
attorneys' fees and other related costs and expenses.
3.5.2.2 Additional Indemnity Obli alZ tions. Contractor shall defend, with
Counsel of City's choosing and at Contractor's own cost, expense and risk, any and all claims,
suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought
or instituted against City or its officials, officers, employees, volunteers and agents. Contractor
shall pay and satisfy any judgment, award or decree that may be rendered against City or its
officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other
proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its
officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other
proceeding. Such reimbursement shall include payment for City's attorneys' fees and costs,
including expert witness fees. Contractor shall reimburse City and its officials, officers,
employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided. Contractor's
obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be
restricted to insurance proceeds, if any, received by the City, its officials officers, employees,
agents, or volunteers.
3.5.3 Governing Law, Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Orange County,
California. In addition to any and all contract requirements pertaining to notices of and requests
for compensation or payment for extra work, disputed work, claims and/or changed conditions,
Contractor must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent
lawsuit based upon the Government Code claims shall be limited to those matters that remain
unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed
12 ATTACHMENT 3, PAGE 12 OF 15
conditions have been followed by Contractor. If no such Government Code claim is submitted, or
if any prerequisite contractual requirements are not otherwise satisfied as specified herein,
Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.5 City's Right to Employ Other Contractors. City reserves right to employ
other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the Parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.8 Construction, References, Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to City include its
officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement.
3.5.9 Amendment: Modification. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel or otherwise.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.5.12 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
13 ATTACHMENT 3, PAGE 13 OF 15
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no official, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation. Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Attorneys' Fees and Costs. If any action in law or equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement,
the prevailing Party shall be entitled to recover from the losing party attorney's fees and costs in
an amount determined to be reasonable by a court of competent jurisdiction.
3.5.16 City to Enter Agreement. Contractor has all requisite power and authority
to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and bind each respective Party.
3.5.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.19 Reserved.
[SIGNATURES ON NEXT PAGEI
14 ATTACHMENT 3, PAGE 14 OF 15
SIGNATURE PAGE FOR STREET SWEEPING SERVICES AGREEMEN
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND CANNON PACIFIC SERVICES, INC., DBA PACIFIC SWEEPING
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
_ day of 2=
13
CITY OF SAN JUAN CAPISTRANO
By:
Benj in
ry Manager
ATTEST:
By: cer
Boa Morris, Clerk
APPROVED AS TO FORM:
By:
City Attorney
CANNON PACIFIC SERVICES, INC.,
DBA PACIFIC SWEEPING
By:
Its: CEO/President
Printed Name: tee Miler
is
ATTACHMENT 3, PAGE 15 OF 15
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF WORK & GENERAL PROVISIONS
SCOPE OF WORK
Contractor shall provide all labor and equipment necessary to perform street sweeping services
on arterial, collector, industrial and residential streets and selected parking lots in accordance
with the schedules attached hereto (Attachment 1). The specifications contained herein are
designed to establish an effective, efficient and safe system of street cleaning that takes into
consideration current state legislation regarding particulate matter entrained in ambient air. The
sweeping process shall include removal and disposal of all accumulated debris (e.g., all solids
and liquids collected in the street sweeper(s).
GENERAL PROVISIONS
SECTION 1
14 Definitions
Whenever the following terms are used in this agreement, they shall have the
following meaning:
a) "City Manager" — The fully appointed City manager of the CITY or his authorized
representative.
b) "Curb Mile° — A curb mile is defined as 5,280 linear feet with an effective sweeping
width of eight (8) feet minimum (except where otherwise specified from the face
of the curb along an improved street.
c) "Debris"—All litter, rubbish, leaves, sand, dirt, garbage, and other foreign material
removable from a paved street with a mechanical street sweeper.
d) "Default" — Failure to meet or fulfill contractual or agreement obligations; failure
to perform; and/or not satisfying the conditions of notice sent by the contract
administrator or assigned designee.
e) "Public Works Director" — The official designated as the Public Works Director of
the City, or any of his authorized representatives.
f) "Unscheduled Service" — Street sweeping service which can be requested by City
to be performed outside the bounds of scheduled service, which can be
anticipated a minimum of twenty-four (24) hours in advance.
g) "Fully Operational" — In a condition to undertake the function to adequately
complete sweeping schedules.
h) "Periodic Inspection" — Routinely scheduled or randomly noticed inspection or
audit conducted by City, whereby routinely scheduled, shall be quarterly and
randomly noticed, shall be at City's request with 24 hours' notice.
"Quality of Sweeping" — The street sweeper shall leave designated areas of
sweeping free of all dirt, litter, debris, and visual dust.
fi "Re -sweeps" — Those sweeps required of the Contractor when previous sweeps
have been deemed by CITY to be of poor quality or when a street or sections of
a street have been missed by the Contractor during regularly scheduled street
sweeping. Re -sweeps are completed at the expense of the Contractor and shall
be completed within 24 -hours of notice, weather permitting.
EXHIBIT A, PAGE 1 OF 9
k) "Special Sweeps' —Those required by CITY otherthan regularly scheduled street
sweeping and involving unusual conditions such as traffic hazards, parades, etc...
Billing for special sweeps is based on an hourly rate with travel time included, if
appropriate, and approved by the Public Works Director.
I) 'Streets' —All dedicated public rights-of-way within the existing or future corporate
limits of the CITY that are paved, whether curbed with or without gutters or
uncurbed.
m) "Street Sweeping' — The removal by mechanical street sweepers of all debris
from all portions of the street, including, but not limited to both sides of residential
streets, adjacent to residential raised medians, street intersections, the areas
adjacent to arterial street curbs and raised medians (such as left tum pockets),
and the center striped areas of arterial streets.
n) "Sweepings' —All debris removed from streets by street sweeping vehicles.
1-2 Responsibilities of the Contractor
Contractor shall supervise and direct the Work, using the Contractor's best skill and
attention. The Contractor shall be solely responsible for all construction means, methods,
techniques, sequences and procedures relating to the Work, and shall coordinate all
portions of the Work under the Contract in accordance with the provisions of the Contract
Documents.
Contractor agrees that its performance of each of the provisions of this agreement shall
be to the standards set by the City's Public Works Director to insure cleanliness, health,
and sanitation in the sweeping of streets and disposal of all sweepings within the City.
The Contractor shall faithfully and regularly remove such sweepings in accordance with
provisions of this agreement unless it is modified in writing. All work shall be done in a
thorough and professional manner in accordance with generally accepted good practices
In the street sweeping industry.
Contractor shall be responsible to the Agency for the acts and omissions of the
Contractor's employees, Subcontractors and their agents and employees, and any other
persons performing any of the Work under a contract with the Contractor.
Nothing in the Contract Documents shall be interpreted to make the Contractor an agent of
the Agency.
1-3 Scheduled Service
Contractor will provide scheduled street sweeping services for those streets as identified in
Attachment 'A', Streets and Parking Lots Schedule, at the dates and times listed at the
time of the execution of the contract. All designated streets require sweeping along the curb
and gutter and along the median curb or within the painted median as applicable. After
execution of the contract, the City may add or delete streets or portions of streets at the
agreed contract rate.
EXHIBIT A, PAGE 2 OF 9
1-4 Unscheduled Service
Contractor will also provide, if required by the City, unscheduled street sweeping of any
street(s) or portion of streets. The City will give the Contractor a minimum twenty-four (24)
hour notice for unscheduled sweeping.
1fi Emernency Service
Contractor will respond to emergency calls for service at any and all times of the day or
night every day during the term of this contract within one (1) hour of being notified to
provide such service.
1-6 Frequency of Service
Commercial streets, parking lots and bike paths are swept once per week. Most residential
streets are swept every other week. Please refer to the attached calendar and route
schedule for specific streets and frequency.
1-7 New City Streets/Parking Lots
New City -streets or parking lots may be added by the Public Works Director or his/her
designee during the term of this contract. Such streets or parking lots shall be added to the
sweeping schedule and swept in accordance with the receipt of notice of the streets to be
added by the Contractor. Each curb footage or square foot added to or subtracted from the
schedule during the term of the Contract shall be calculated at the curb footage or square
foot sweep cost and the contract price adjusted accordingly. Streets or parking lots that are
to be permanently removed from, or added to, the sweeping schedule shall require written
notification by the City.
1-8 Days and Hours of Operation
Scheduled service ' shall be Monday through Friday only excluding agency Holidays.
Residential streets shall not be swept before 7:00 a.m. or after 4:00 p.m. and Commercial
streets shall not be swept before 3:00 a.m. or after 7:00 p.m. or as identified in the Streets
and Parking Lot List attached to these contract documents. Specific streets that are posted
for no parking on specified days and hours shall be swept during the dates and times as
posted, no deviation will be allowed. Sweeping shall be scheduled to maximize the area of
the street being swept and done in such a way as to minimize noise complaints. The Public
Works Director may require revisions in the hours and/or manner of operation as necessary
to maximize sweeping coverage or minimize noise complaints.
1-19 Holidays
City shall have the right to establish holiday schedules. Street Sweeping after a holiday
must be within one day of the holiday. Street sweeping shall not be performed on the
following holidays: New Year's Day, Martin Luther King Day, President's Day, Memorial
Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day and Christmas
Day.
1-10 Vehicles Parked on Streets
It is understood that if vehicles are parked on the streets when services are being
performed by the Contractor, then the Contractor's operations are being impeded and the
Contractor will be required to bypass said parked vehicles. In such events, the rates
charged by the Contractor shall not be reduced.
EXHIBIT A, PAGE 3 OF 9
141 Level of Cleanliness
Level of cleanliness shall be defined as the absence of °street debris" in the streets and
gutters upon completion of the street sweeping operation. Payment will be for one pass
only and no separate payment will be made for a second pass needed to remove street
debris.
142 SweeoinofVacuumino
Contractor shall remove by hand-sweeping/vacuuming all visible debris in and around
islands, medians or any other area not handled by a mechanical sweeper. Compensation
for hand-sweeping/vacuuming shall be considered as included in other terms of work and
no separate payment will be made.
143 Intersections and Turn Lanes
At all intersections and turn lanes, where street debris has accumulated forming °invisible°
Islands, extra sweeper passes must be made to eliminate debris accumulation. No
separate payment will be made for extra passes needed to clean intersections or turn
lanes.
144 Weather
In the event of heavy rain or other severe weather conditions, the schedule sweeping
service may be suspended. A request to not sweep shall be made by the Contractor during
regular business hours and will accepted or denied by The Public Works Director, or
his/her designee, within four (4) hours of receipt.
145 Water
The Contractor shall make provisions for acquiring and paying for all water utilized for all
sweeping services in the City of San Juan Capistrano, prior to the start of this contract.
The Contractor shall obtain a construction meter from the City for a monthly charge and
will be required to call in with a monthly read on the construction meter. The contractor
will be billed for the water used based upon the current water rates. The City shall not
provide "free° water. Contractor shall not allow sweeping to occur without use/application
of water for cleaning and dust control purposes, at any time.
1-16 Dust Control
The proper volume and pressure of water will be supplied by the sweeper and shall be in
good working conditions at all times to adequately control dust produced during sweeping
operations.
147 Speed
Contractor shall operate the sweeper between three (3) and five (5) miles per hour when
sweeping, unless it can be proven, to the satisfaction of the Public Works Director or
his/her designee the sweeper can operate at higher speed and still operate efficiently.
148 Call Backs
Whenever, in the opinion of the Public Works Director or his/her designee, a section of
street is inadequately swept, the contractor shall within 24 hours of notification, re -sweep
the section of street in question and may, at the discretion of the Public Works Director,
forfeit One Hundred Dollars ($100.00) for each time a street is inadequately swept as
EXHIBIT A, PAGE 4 OF 9
liquidated damages. No additional payment will be made for call back sweeping.
149 Disposal of Debris
Contractor shall dispose, at no cost to the City, all collected street sweeping debris pursuant
to this contract, at the appropriate disposal site and as acceptable to the Public Works
Director or his/her designee. No dumpster or stockpiling sites will be allowed.
1-20 Damane to Property
Any property, including but not limited to existing structures, equipment, grounds, existing
roadway, sidewalks, curbs, gutters, driveways, fences, debris thrown into/onto private
property, etc. damaged by the Contractor in the performance of their work shall be cleaned
up, repaired or replaced by the Contractor in a manner satisfactory to the City and at the
Contractor's expense.
1-21 Environmental Protection
Contractor's equipment shall be compliant with South Coast Air Quality Management
District (SCAQMD) Rule 1186 (PM10 Compliance) and comply with the provisions of the
Clean Air Act, as amended (42 U.S.C. 1957 et seq.) and the Federal Water Pollution
Control Act, as amended (33 U.S.C. 1251 et seq.) and the regulations thereunder (40
C.F.R. part 15) and also with all Storm Water Management and discharge control
provisions in the City of San Juan Capistrano Municipal Code.
1-22 Noise Control
Street Sweeping activity shall take place only during the hours specified in these contract
documents to reduce noise impacts on the surrounding uses during more sensitive time
periods. All street sweeping equipment, fixed or mobile, operated within 1,000 feet of a
dwelling unit shall be equipped with properly operated and maintained muffler exhaust
systems. Stationary equipment shall be placed such that emitted noise is directed away
from sensitive noise receivers such as residential uses. The Contractor shall make every
effort to create the greatest distance between noise sources and receptors during
construction operations. The Contractor shall use only such equipment on the Work and
in such state or repair, that the emission of sound there from is within the noise tolerance
level of that equipment, as established by accepted standards of the industry. Should the
Agency determine that the muffling device on any equipment used on the Work is
ineffective or defective so that the noise tolerance of such equipment, as established by
accepted standards of the industry is exceeded, such equipment shall not, after such
determination by the Agency, be used on the Work until its muffling device is repaired or
replaced so as to bring the noise tolerance level of such equipment within such standards.
1-23 Pressure WashinalOther Services
Pressure washing and other related sweeping/cleaning services may be required on an
as needed basis. The City may request these types of services and will provide
specifications specific to each project area. The contractor shall provide a unit cost or
lump sum quote, as appropriate, for consideration by the City.
EXHIBIT A, PAGE 5 OF 9
SECTION 2
EQUIPMENT
2-1 Eauipment
Equipment used to complete the sweeping required by this contract is subject to the
approval of the Public Works Director or his/her designee and must conform to the
following:
Each machine or unit of equipment shall be operated by an experienced operator skilled
in handling the particular make of machine or unit of equipment in use, at a speed or rate
of production not to exceed that recommended by the manufacturer.
Equipment not suitable to produce the quality of work required under the Contract
Documents will not be permitted to operate the Project.
The quality and quantity of the equipment used by the Contractor for the sweeping of
streets shall be sufficient to perform the work required herein, and an absolute minimum
of one (1) primary sweeper and one (1) back-up sweeper shall be provided, both being
Self Propelled Regenerative Air Vacuum End -Dump Sweepers compliant with South
Coast Air Quality Management District (SCAQMD) Rule 1186 (PM10 Compliance). The
contractor's equipment and equipment service records, including warranty repair, shall
be subject to periodic inspection by the City.
Sweeping machines must be equipped with dual gutter brooms no shorter than seven (7)
inches in height, which shall be operating during all sweeping operations.
All equipment shall be equipped in accordance with State law and be equipped with a
flashing light that meets the following requirements:
• visible for a minimum of one mile
• flash 60-90 times per minute
• mounted for 360 -degree visibility
• equipped with an amber lens
2-2 Proof of Ownership
Contractor must have proof of ownership or a signed lease for the duration of the contract for
each sweeping machine used in the performance of this contract
2-3 Vehicle Reolstraiion and Insurance
Each sweeping machine used in the performance of this contract shall be properly registered
and insured in accordance with California State Motor Vehicle Laws.
2-4 Safety Reaulations
Sweeping machines shall conform to all federal, state and local safety regulations and be properly
licensed with the State of California. The sweeping equipment shall not travel in excess of the
manufacturer's recommended sweeping rate when sweeping any street. The Contractor's street
sweeper operators shall maintain good safety and driving records and use extreme caution during
EXHIBIT A, PAGE 6 OF 9
street sweeping.
2-5 Condition of Eauioment
All sweeping machines must not be over five (5) years old at the time of bid and no more than
seven (7) years old at any point during the duration of this contract.
Sweeping machines shall be in excellent working condition capable of removing street debris
throughout the life of this contract. The outside body of the machines must be free from dents,
large scratches and paint must be well maintained. Brushes and brooms shall be maintained
in proper condition and shall be replaced as recommended by the manufacturer, or when pick-
up ability becomes impaired.
City shall have the option of performing a complete inspection of all vehicles assigned to the
City of San Juan Capistrano at any time throughout the term of the Contract. If any vehicle is
inspected and it is determined by the Public Works Director, or the Director's designee, that it
does not meet standards the City deems necessary to fulfill the Contract or operate safely, the
City may require such vehicle(s) be brought to standard (whether by need of repair or use of
certified equipment by Federal, State, or local law) before being placed back in service.
2-6 Maintenance of Eauioment
All required maintenance, parts, and fuel are part of the contract and furnished by Contractor
and all major mechanical problems are required to be corrected at Contractor's maintenance
facility. A sufficient supply of spare brooms and other parts must be kept in stock to ensure
the timely and continuous fulfillment of this contract.
2-7 Breakdown of Eguiament
At all times the Contractor shall maintain a minimum of two (2) Self Propelled Regenerative Air
Vacuum End -Dump Sweepers compliant with South Coast Air Quality Management District
(SCAQMD) Rule 1186 (PM 10 Compliance), both as to condition and appearance for the use
on the work under this contract. In the case of a breakdown by the main sweeper, immediate
service within one (1) hour by a second sweeper Is required to complete the daily schedule. If
down by more than one (1) hour, a rate of One Hundred Dollars ($100) per hour for each hour
above and beyond the one (1) hour may be assessed as liquidated damages.
Any street sweeping vehicle fluid leaks will be cleaned immediately using all appropriate dry
cleaning methods and properly disposed. Operator shall cant' a spill kit and be properly trained
on how to clean spills.
Contractor shall immediately report mechanical breakdowns to the City. Adequate support
equipment shall be available, including debris transfer vehicles, pickup trucks, service trucks,
fire trucks, and any other item of equipment necessary to provide sweeping services as
described within this agreement. Any maintenance/repair work completed at San Juan
Capistrano facilities or roadways must be approved prior to work by the Public Works Director.
EXHIBIT A, PAGE 7 OF 9
24 Accidents
Any and all accidents, regardless of how minor, involving the sweeping machine assigned to
the City and another person, private property, or other vehicle, shall be reported Immediately
to the San Juan Capistrano Sheriffs Department and a report requested. The City's Public
Works Department shall also be notified immediately.
2-9 Storage of Eaulmnent
Contractor must provide their own storage for equipment such as sweeping machines, brooms,
Ores, gas, oil and other required parts and materials. The City will not provide storage for any
Contractor equipment.
SECTION 3
COMMUNICATION AND REPORTS
3.1 Office
Contractor shall maintain an office or other such facility through with he/she can be contacted
and from which can make immediate contact and maintain such contact with sweeping vehicles
operating in the City. The office shall be equipped with sufficient telephones and shall have a
responsible person in charge from 8:00 a.m. to 4:30 p.m. Monday thru Friday, except holidays.
Contractor shall provide two (2), 24-hour emergency numbers, one primary, one backup. An
answering machine is not acceptable.
3.2 Complaints
Complaints received by the City regarding street sweeping operations that the Public Works
Director or his/her designee considers justifiable and the responsibility of the Contractor, will
be referred to the Contractor for immediate attention. The City will verify complaints, and no
challenge on the part of the Contractor of the correction or re -sweep shall be entertained.
Copies of the citizen complaints shall be forwarded to Contractor upon request, and the
frequency of such complaints will be noted in any subsequent unsatisfactory reports, which
might be filed against the Contractor. The Contractor shall respond to the City with respect to
any complaint and shall take action as necessary to address the same consistent with this
agreement.
3.3 Global Positioning System (GPS) Tracking
All street sweepers used to complete the sweeping required by this contract shall have installed
a Global Positioning System (GPS) that shall be operable at all times and enable the City of
San Juan Capistrano to view, via computer Internet, where the sweeper is at all times. The cost
of the entire Global Positioning System, including monthly monitoring charges, any associated
software programs and any and all maintenance and repair charges, shall be the responsibility
of the Contractor. The associated software shall be provided at no cost to the City. Should any
device fail, or need repair, the Contractor shall immediately report that the GPS is inoperable
to City. The system must be capable of the following:
EXHIBIT A, PAGE 8 OF 9
• The system shall be Internet based and provide the City two (2) accounts to have
full access to the website.
• The system shall collect and report the following real time data: speed, direction,
GPS location on a map, address, distance traveled, brooms up or down, water
on or off.
• The sweepers' path of travel shall be superimposed on a map.
• Generate daily reports of sweeper activity including the items listed above.
• Maintain the data for a period of ninety (90) days, after which the data will be
downloaded for storage to be maintained by the Contractor.
3.4 Obstacle Report
Street Sweeping Equipment Operator shall maintain a log listing the locations of roadways that
cannot be adequately swept because of obstructions such as low hanging limbs or vehicles
parked on City streets for extended periods of time. The Contactor shall provide to the City+ a
written monthly report of these locations to include at a minimum the type of obstacle and street
address of the obstacle location.
SECTION 4
MEASUREMENT AND PAYMENT
4.1 Measurement
Contractor shall have sixty (60) days from the execution of this contract to verify the estimated
curb footages of the streets shown and the existing square footages of the parking lots shown.
The City or the Contractor may ask for an adjustment to the contract price, if the actual curb
miles or parking lot square footages as verified by the Contractor and agreed to by the Public
Works Director exceeds by five percent (5°A) of the estimated curb footage or parking lot square
footages.
4.2 Payment
Monthly invoices shall be sent to:
City of San Juan Capistrano
Attn: Public Works Department
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
The Agency agrees to compensate the Contractor monthly for services rendered at the rates
contracted for services actually performed. Included with monthly billing shall be the work
functions accomplished during that period. Agency shall review the invoices submitted by the
Contractor to determine whether the services were performed. Payment shall be made in a timely
manner (generally within thirty-five (35) days) following submittal of the Invoice, or Agency shall
provide the Contractor with a written statement objecting to the invoice.
EXHIBIT A, PAGE 9 OF 9
EMMIT "B"
SCHEDULE OF SERVICES
Exhibit B
EXHIBIT B, PAGE 1 OF 21
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EXHIBIT B, PAGE 2 OF 21
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EXHIBIT B, PAGE 6 OF 21
EXHIBIT B, PAGE 7 OF 21
LEGEND
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EXHIBIT B, PAGE 7 OF 21
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NOTES:
Page 3 of 12
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NOTES:
Page 4 of 12
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Page 5 of 19
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Page 6 of 12
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Page 8 of 12
NOTES:
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NOTES:
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EXHIBIT B, PAGE 19 OF 21
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EXHIBIT B, PAGE 21 OF 21
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EXHIBIT "C"
COMPENSATION
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