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CC - Item 6A - Consideration of Award of Contract for Street SweepingROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER. �A . DATE: JUNE 9, 2020 SUBJECT: CONSIDERATION OF AWARD OF CONTRACT FOR STREET SWEEPING SUMMARY On May 12, 2015, the City Council awarded Athens Services a three-year Agreement with the two (2) one-year options. At the February 27, 2018, City Council Meeting, the City Council awarded Athens Services an additional two years per the Agreement which ends on June 30 2020. On May 12, 2020, the City of Rosemead received a letter from Athens Services (Attachment A) with the offer that they will continue services at the current rate for one year, and after one year, asked that the Agreement be adjusted in conjunction with the current Consumer Price Index (CPI) for year two and year three of the Agreement. DISCUSSION The City of Rosemead, like all other cities in California, is mandated to maintain the cleanliness of streets by street sweeping to be in compliance with the National Pollutant Discharge Elimination System (NPDES) Stormwater Permit. The current Agreement with Athens Services ends on June 30, 2020. Athens Services has been with the City of Rosemead since July 1, 2010. Generally, when an Agreement ends, the City will embark on a Request for Proposal (RFP) process to evaluate proposals. The evaluation process assesses not only the cost, but also the perceived quality of the services that will be provided. At the end of the RFP process, a recommendation will be made to the City Council based on an evaluation of the proposed costs, employees offered for staffing of the services to be provided, the company's relevant experience, the overall completeness of the written proposal, and other criteria. On May 12, 2020, the City of Rosemead received an offer from Athens Services. The offer was that Athens Services will continue their services for the next year at their current rate of $23.50 per curb mile, and asked for a CPI adjustment annually for year two (July 1, 202 1) and year three (July 1, 2022). Staff has worked with Athens Services and has a clear understanding of their operation, the responsiveness the company demonstrates to City staff and Rosemead constituents, and the quality of Athens' work. Additionally, the City of Rosemead, currently pays a below market rate per curb mile as shown in the table: AGENDA ITEM 6.A City Council Meeting June 9, 2020 Page 2 of 3 Additionally, while with the COVID-19 situation there may be a possibility that costs in RFP's of non- essential services may decline as services may become more difficult acquire as cities trim their respective budgets, street sweeping is a mandated service. The demand for street sweeping maintains a constant due to NPDES mandates. There is no anticipated dip in costs associated with providing street sweeping services. As a result of prior outstanding service and because the offer of $23.50 per curb mile is well below market rate, staff recommends that the City of Rosemead enter into an Agreement with Athens Services for three -years allowing for a CPI annual adjustment for year two and year three. Other Options include: 1) The City Council award Athens Services a one-year agreement at the curb rate of $23.50 per mile and instruct staff to go through an RFP process prior to the end of the one-year term which would end on June 30, 2021. 2) The City Council asks to enter into a month-to-month agreement with Athens Services at the current rate of $23.50 while staff proceeds with an RFP process. An RFP process takes approximately three (3) to four (4) months to complete. STAFF RECOMMENDATION That the City Council approve an agreement with Athens Services for three -years allowing for a CPI annual adjustment for year two and year three. FISCAL IMPACT Funding for street sweeping is provided through the Gas Tax account, 201-3010-5355, in the amount of $225,000 annual. STRATEGIC PLAN IMPACT Strategy three, Beautification and Infrastructure, lists an objective to "enhance the condition and general appearance of the City's public infrastructure and right of way". PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. RECENT SOUTHERN CALIFORNIA STREET SWEEPING RFP RESULTS City Date Athens Cleanstreet CR&R Cannon Pacific Dickson Kellar Sweeping Garden Grove 1/22/2019 $39.17 La Verne* 4/1/2019 $26.50 $32.30 $36.75 Orange" 5/14/2019 $13.22 Redlands 10/15/2019 $32.00 $22.74 $24.00 $49.00 Seal Beach 110/28/20191 $42.101 1 1 $44.60 *City of La Verne transitioned from municipal service **The City of Orange awarded street sweeping contract to its solid waste service provider. Additionally, while with the COVID-19 situation there may be a possibility that costs in RFP's of non- essential services may decline as services may become more difficult acquire as cities trim their respective budgets, street sweeping is a mandated service. The demand for street sweeping maintains a constant due to NPDES mandates. There is no anticipated dip in costs associated with providing street sweeping services. As a result of prior outstanding service and because the offer of $23.50 per curb mile is well below market rate, staff recommends that the City of Rosemead enter into an Agreement with Athens Services for three -years allowing for a CPI annual adjustment for year two and year three. Other Options include: 1) The City Council award Athens Services a one-year agreement at the curb rate of $23.50 per mile and instruct staff to go through an RFP process prior to the end of the one-year term which would end on June 30, 2021. 2) The City Council asks to enter into a month-to-month agreement with Athens Services at the current rate of $23.50 while staff proceeds with an RFP process. An RFP process takes approximately three (3) to four (4) months to complete. STAFF RECOMMENDATION That the City Council approve an agreement with Athens Services for three -years allowing for a CPI annual adjustment for year two and year three. FISCAL IMPACT Funding for street sweeping is provided through the Gas Tax account, 201-3010-5355, in the amount of $225,000 annual. STRATEGIC PLAN IMPACT Strategy three, Beautification and Infrastructure, lists an objective to "enhance the condition and general appearance of the City's public infrastructure and right of way". PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. City Council Meeting June 9, 2020 Page 3 of 3 Prepared by: Chris Daste Director of Public Works Attachment A: Letter from Athens Services Attachment B: City of Rosemead Street Sweeping Map Attachment C: Professional Services Agreement Attachment D: First Amendment Staff Report Attachment E: First Amendment Attachment F: Draft Professional Service Agreement Attachment G: Draft Second Amendment Attachment A Letter from Athens Services Athens Services May 12, 2020 Gloria Molleda, City Manager City of Rosemead 8838 Valley Boulevard Rosemead, CA 91754 Dear City Manager Molleda: Since 2010, Athens has enjoyed our partnership with the City of Rosemead. We are requesting an extension to our street sweeping services agreement to continue this excellent partnership. To assist the City in this process with the current contract expiration date of June 2020 in mind, we are providing some detailed information regarding recent request for proposal results. Rosemead enjoys a curb mile rate of $23.50, which is a competitive rate that is below market value. The market for street sweeping services remains volatile in 2019 as cost of disposal and labor continue to have an effect on the industry. As you can see from the below table, Rosemead pays below market rates based on the most recent RFP results by nearby jurisdictions in Southern California in 2019. In order to save the city the expense of an RFP process, plus the risk of receiving a higher rate than you currently have, we respectfully request a 3 -year extension of our term at current rates. Starting in 2021, we reserve the option to request for an annual CPI adjustment with your administrative approval. As one of the first cities to pay street sweeping out of Gas Tax funds, the City of Rosemead is already employing the best practices in the industry by spending restricted fund dollars on road maintenance, which benefit all of your residents. The demand for street sweeping will only increase as cities face Federal Clean Water Act regulations as it pertains to managing its storm water permit. On behalf of the dedicated Athens employees, we thank you for your consideration. Sincerely, 4wzolovm� Ed Chen Director, Government Affairs www.AthensSelvices.com RECENT SOUTHERN CALIFORNIA STREET SWEEPING RFP RESULTS City Date Athens Cleanstreet CR&R Cannon Pacific Dickson KellarSweeping Garden Grove 1/22/2019 $39.17 La Verne* 4/1/2019 $26.50 $32.30 $36.75 Orange** 5/14/2019 $13.22 Redlands 10/15/2019 $32.00 $22.74 $24.00 $49.00 Seal Beach 10/28/20191 1 $42.101 $44.60 *City of La Verne transitioned from municipal service **The City of Orange awarded street sweeping contract to its solid waste service provider. In order to save the city the expense of an RFP process, plus the risk of receiving a higher rate than you currently have, we respectfully request a 3 -year extension of our term at current rates. Starting in 2021, we reserve the option to request for an annual CPI adjustment with your administrative approval. As one of the first cities to pay street sweeping out of Gas Tax funds, the City of Rosemead is already employing the best practices in the industry by spending restricted fund dollars on road maintenance, which benefit all of your residents. The demand for street sweeping will only increase as cities face Federal Clean Water Act regulations as it pertains to managing its storm water permit. On behalf of the dedicated Athens employees, we thank you for your consideration. Sincerely, 4wzolovm� Ed Chen Director, Government Affairs www.AthensSelvices.com Attachment 6 City of Rosemead Street Sweeping Map MON Sam -11pm CITY OF Tue Gam- loam ROSEMEAD STREET SWEEPING MAP TNU ns loam-7pm MON loam - 7pm MON 6am - loam N W 10 E S TNU Sam- 17pm FRI loam -fpm TNU loam-7pm TUE Sam • 17pm TUE loam - 7pm TNU Legend Gem- loam 77 FRIDAY, I0am tb 2pm t c FRIDAY, 6am to 10am FRIDAY, Sam to 12pm MONDAY, IOam to 1pm ' MONDAY, 6am W 10am 4 . t FRI _( MONDAY, Sam to 12pm 0, 12p. �! THURSDAY,10amto2pm THURSDAY, 6am tD 10am THURSDAY, Sam m 12pm J TUE SDAY, 10amto2pm TUE S DAY, 6am to I Oam TUESDAY, Sam to 12pm WEDNESDAY, 10am b 2pm WEDNESDAY, 6am to IOam WEDNESDAY, Sam to 12pm COMMERCIAL STREETS' co WwWa ry Swept Tuesdays a Fridays. tam to 6 am (No Parking restrictions for scree[ sweeping, Attachment C Professional Service Agreement STREET SWEEPING SERVICES AGREEMENT (ATHENS SERVICES) 1. PARTIES AND DATE, crrr c�R� This Agreement is made and entered into this 20y of , `€�✓�{1 , 20� (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Athens Services with its principal place of business at 14048 E. Valley Boulevard, City of Industry, CA 91746 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as „Parties." 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain professional 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 services to public clients, is licensed in the State of California and is familiarwith the plans of City. 3. TERMS. 3.1 Scope of Services and Term. 3.11 General Scope of Services: Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional street sweeping services necessary herein referred to as "Services". 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. ATHENS SERVICES Page 2 of 10 3.1.2 Term: The term of this Agreement shall be from the July 1, 2015 to June 30, 2018 unless earlier terminated as provided herein. The City shall maintain the option, at its discretion, to extend the contract for two (2) additional one-year periods. 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 is 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. 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 Substitution of Key Personnel: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for bause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. 3.2.5 City's Representative: The City hereby designates the Director of Public Works, or his or her designee, to act as its representative for the performance of this ATHENS SERVICES Page 3 of 10 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. 3.2.6 Contractor's Representative: Contractor will designate a 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/her 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. 3.2.7 Coordination of Services: Contractor agrees to work closely with City staff in the performance of Services and shall be available to.City's staff, Contractors and other staff at all reasonable times. 3.2.8 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 a City 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. 3.2.9 Laws and Regulations: Contractorshall 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. Contractor shall defend, indemnify and hold City, its officials, directors, 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 Insurance: Contractor shall maintain priorto the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. ATHENS SERVICES Page 4 of 10 3.2.11 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. 3,3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Two Hundred Eighteen Thousand Four Hundred Dollars ($21.8;400) annually, billed at a maximum of Eighteen Thousand Two Hundred Dollars ($18,200) per month. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and 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 Prevailing Wages: Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. 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. City shall provide Contractor with a copy of the prevailing rates of ATHENS SERVICES Page 5 of 10 per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the -City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: 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. 3.5 General Provisions. 3.5.1 Reservation of Rights by City. City reserves the right to terminate this Agreement in the event of any material breach of this Agreement, including, but not limited to any of the following: If Contractor practices, or attempts to practice, any fraud or deceit upon the City, or practiced any fraud or deceit or made any intentional misrepresentations in the negotiations which preceded the execution of this Agreement provided that City has provided Contractor with written notice of the alleged fraud or deceit and afforded Contractor a reasonable opportunity to refute and defend itself against such charge or claim. If Contractor is convicted of, or pleads guilty, no contest, or nolo contendere to a felony related to this agreement, As used in this Section, the term "Contractor" shall mean only the following: (a) the owner(s) of Contractor (whether shareholders, partners, or otherwise), (b) the members of Contractor's Board of Directors; and (c) Contractor's President, Chief Executive officer, Chief Financial Officer, Chief Operations Officer, and/or Secretary. 3.5.1.1 Cumulative Rights. City's rights of termination are in addition to any other rights of City upon a failure of Contractor to perform its obligations under this Agreement. 3.5.2 Delivery of Notices. 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: ATHENS SERVICES Page 6 of 10 CONTRACTOR: Athens Services P.O. Box 60009 Industry, CA 91716 Attn: Will Wilson, General Manager Phone: (626) 336-3636 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Phone: (626) 569-2150 Fax: (626) 569-2303 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. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents &•Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions,'computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity ATHENS SERVICES Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 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, 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, 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, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Contractor, its officials, officers, employees, agents, and Contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions'or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents, andfor 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 not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 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. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Contractors: City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. ATHENS SERVICES Page 8 of 10 3.5.12 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. 3.5.13 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 elected 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. 3.5.14 Amendment; Modification: No. supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5:15 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. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competentjurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 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 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 member, 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. ATHENS SERVICES Page 9 of 10 3.5.19 Equal Opportunity Employment: Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex 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. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer �o be insured against liability for Worker's 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. 3.5.21 Authority 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. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: 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. [Signatures on next page] ATHENS SERVICES Page 10 of 10 CITY OF ROSEMEAD By:- U XAIlred, City Ma ager D to Attest: Gloria Molleda, C[fiy Clerk Da e Approved as to Form: ATHENS SERVICES By: Date Name. 710—MO /7 P44Y Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Date Name: �Gt� Rachel H. Richman Date City Attorney Title: ATHENS SERVICES EXHIBIT A SCOPE OF SERVICES & COMPENSATION SEE REQUEST FOR PROPOSAL, (RFP) AND CONTRACTOR'S PROPOSAL A-1 Jk Athens Services wirmom Mete Collection • Recycling - Transfer • Olspcsal • 9treel Sweeping Apri120, 2015 Sean Sullivan City of Rosemead 8838 Valley Blvd. Rosemead, CA 91770 Dear Sean: Athens Services has greatly enjoyed providing street sweeping services to City of Rosemead since 2010 and would like to extend our agreement with City. To that end, we offer the following benefits to the City: ✓ Best value - Highly competitive rates! We would request a rate adjustment to $23,50 per curb mile due to increased operating costs. Based on the average number of miles we sweep, you would be billed $18,200.00 per month, not exceed $218,400.00 annually. This is an extremely good value based on the most recent RFP results by other cities in Southern California: r'14— nota dthane hinfle nwirla Cipansfreat Dickson Sunset Webco West Hollywood May -14 $ 44.50 $ 32.87 Placentia Sep -14 $ . 23,65 $ 28.63 $ 33.40 $ 29.13 $ 51.12 Garden Grove Nov -14 $ 34.00 $ 33.90 $ 30.96 San Fernando Jan -15 $ 28.25 $ 29.82 $ 41.56 Pomona Mar -16 $ 26.25 $ 32.00 ✓ Free Compost Giveaway — We commit to a compost giveaway eyeryear of the contract which is worth thousands of dollars to your residents! ✓ Environmentally responsible — We use clean, alternative fuel trucks and never use chemicals to enhance results! ✓ TechnologicaI Leader — We use the newest GPS technology to provide cities with real time live tracking of our work! ✓ Safety - We have fleet maintenance and safety programs that are often used as industry examples of how a fleet should be run! ✓ Outstanding Customer Service — Our customer service number, (888) 336-6100, is answered LIVE from 7:00 a.m. to 5:00 P.M. on weekdays and 7:00 a.m. to Noon on Saturdays with 175 -language capabilities to assure that customer's concerns are addressed immediately. ✓ Fast response - We utilize cellular technology to produce quick communication with the field and Key Management Personnel! ✓ Highest Quality - We will make as many passes as is required to deliver high-quality results! On behalf of the dedicated Athens employees, we thank you for your consideration. Sincerely, 0 Tommy Ouzoonian Franchise Division Sales Manager P.O. Box 60009, City of Industry, 91716 (626) 3363636 EXHIBIT A SCOPE OF WORK Contractor shall provide all labor and equipment necessary to perform street sweeping services in the City of Rosemead in accordance with this Agreement, on the following terms and conditions. A. Definitions 1) "Streets" shall mean all dedicated public rights-of-way within the existing or future corporate limits of the City. 2) "Debris" shall mean all litter, rubbish, leaves, sand, dirt, garbage and other foreign material removable from a paved street with a street sweeper. 3) "Curb -mile" means a swept path not less than eight (8) feet wide for a cumulative total length of 5,280 feet. 4) "Roadbed" means entire street pavement from curb to curb. B. Description of Required Services and Experience 1) General. The primary objective of street sweeping is to pick up all debris to ensure the free flow of water in the gutter and to maintain the streets in a state of cleanliness. Contractor shall remove all debris from all streets every weekly sweeping cycle. Items of excessive size, such as cardboard, palm fronds, large rocks, etc., shall be physically picked up and placed in the sweeper by the Contractor. Sweeping shall normally consist of a single pass over an area. Additional passes shall be made as necessary when conditions warrant special attention. Debris collection may require more than one pass in order to sufficiently clean the street. This service shall be included in the unit curb -mile price at no additional cost to the City. 2) Areas to be Cleaned. All City streets including arterial, collector, industrial, residential and commercial, cul-de-sacs and median curbs shall be swept once a week, at a minimum. The entire length of all curbs (including median curbs and curb returns), uncurbed pavement edges, painted (2 -way) left turn lanes and flush concrete or paved median noses shall be swept each time the associated street is swept. The entire area of each intersection shall be swept. The balance of each street shall be swept as needed. The entire roadbed of Rosemead Blvd. (within City -limits) shall be swept each time the street is swept. In any case, no debris shall be left on the street pavement after sweeping is completed. 3) Standard of Performance. The Public Works Director, or designee, will make the final determination as to whether the work has been satisfactorily completed and may order the Contractor to re -sweep areas not swept or cleaned in a satisfactory manner. In the event the results of a sweeping are considered unsatisfactory, the Contractor shall sweep or clean the unsatisfactory area again at no cost to the City, within twenty-four (24) hours ' of request without interruption to the regular street sweeping schedule. 4) Additional Services. Additional services may include emergency call -outs or other instances as requested by the Public Works Director, or designee. Such services will be requested orally or in writing at least twenty-four (24) hours in advance, whenever practical, except for emergency call -outs. No request for additional services shall necessitate the simultaneous assignment of more than four (4) sweepers unless a greater number is agreeable to the Contractor. Payment for such requests shall be based upon the hourly rate specified in Exhibit D. C. Changes in Services During the term of this agreement or any extension thereof, the City may elect to increase or decrease the frequency or number of miles of street sweeping services: The said increase or decrease shall be by written change order to the Contractor. The unit price for change order sweeping shall be at the contract unit price specified in Exhibit D. D. Schedule of Performance Street Sweeping Schedule 1) Days. Routine street sweeping shall be conducted Monday through Friday unless otherwise approved by the Public Works Director. 2) Hours. Standard operating hours for sweeping under this Agreement shall be determined by the City and the Contractor. Arterial streets and commercial areas shall be swept from 2:00 A.M. to 6:00 A.M. Residential areas shall be swept from 6:00 A.M. to 2:00 P.M. Some areas may be posted with different hours than noted above. It is the Contractor's responsibility to familiarize itself with these areas and adjust the sweeping schedule accordingly. Holidays The contractor is not required to sweep streets on Sundays nor on any of the following holiday: New Year's Day President's Day Memorial Day Independence Day Labor Day Veterans Day Thanksgiving Day Christmas Day During the week of a holiday, the Contractor shall adjust the weekly schedule so as to return to the normal weekly schedule the following week. Sweeping scheduled for a holiday shall be completed within seven (7) days following the holiday. Holiday sweeping schedules must be submitted to the Public Works Director thirty (30) days prior to the holiday. No modification of this holiday schedule shall be effective unless authorized in writing by the Public Works Director. E. Changes in Schedule Due to Weather Conditions The Contractor shall obtain approval.from the Public Works Director for any change in schedule due to adverse weather conditions. When a change in schedule is necessary, the Contractor shall adjust the work schedule so as to return to the normal weekly schedule as soon as possible. The City reserves the right to direct schedule changes made necessary due to inclement weather. F. _Disposal and Recycling of Materials The Contractor shall transport and dispose of all sweeping at a composting or recycling center in accordance with all City, County, State, and Federal requirements. Contractor shall divert or compost all street sweepings to the greatest extent possible, obtaining a minimum of eighty—five percent (85%) diversion rate from landfills. Sweepings may be deposited, at temporary dumpsites with the prior approval of the property owner and the Public Works Director. Sweeping shall be removed from such sites each day. Contractor shall be entitled to no other income, expenses or charges from the City for disposing of sweepings at any disposal site within or outside the City limits. The Public Works Director may, at any time, require the Contractor to relocate, completely remove or discontinue use of such disposal sites. The Contractor shall report on a monthly basis the amount of sweepings disposed of at a composting or recycling center and the name and address the facility. G. Street Sweeping Equipment The Contractor shall, as a minimum, keep their equipment well- maintained, neatly painted and meet other reasonable standards as may be established by the Public Works Director. Adequate back-up equipment must be available at all times to service the City. Contractor shall submit in its proposal a listing of all equipment (including back-up equipment) proposed to furnish under this Agreement (including year, make, and condition). The City may, at its sole discretion and expenses, require an annual inspection of Contractor's equipment. The Contractor shall use a sweeper fleet appropriate for servicing approximately 194 curb miles of street per week. The fleet shall include a fleet of vacuum and broom sweepers as appropriate for meeting all requirements of this Agreement and all regulatory requirements of outside agencies such as the South Coast Air Quality Management District (AQMD) and the California Air Resources Control Board. Vehicles and equipment used in accordance with sweeping activities must meet all applicable local, state, and Federal air quality laws, rules, and regulations including but not limited to the South Coast Air Quality Management District Rule 1186 relating to alterative fueled sweeping equipment. Equipment shall meet all applicable certifications for PM 10 and other pollutants as set forth by the South Coast Air Quality Management District. All vehicles must be maintained in good repair, appearance, and sanitary conditions at all times. The City reserves the right to inspect the Contractor's vehicles at any time to ascertain said condition. A City representative shall have the right to cease Contractor's operations immediately, upon inspection of any vehicle/sweeper deemed unsafe or unsatisfactory during performance of the Agreement. At the discretion of the Public Works Director, the City may require the installation of special odometers, time clocks, or vehicle speed monitors to verify the quality and quantity of the work performed. All vehicles and equipment used by the Contractor within the City limits must be clearly identified, on each side of the vehicle or equipment, with the name of the Contractor, address of the Contractor's office, and telephone number. All equipment must be equipped in accordance with State laws, including hazard lights visible from the rear that operate independently of the brake lights. Sweepers must be quipped with mobile radio communications to the Contractor's dispatch office. H. Equipment Storage The Contractor shall be responsible for all costs associates with equipment storage. No material and equipment shall be stored where it will interfere with the free and safe passage of public or construction traffic. At the end of each day's work and at all other times when sweeping operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from the roadway and open it for use by traffic. 1. Traffic Counters The City may at various times and locations temporarily install portable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed in the roadway. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of its contract duties, damages or causes to be damaged any of the aforementioned traffic counting equipment or appurtenances, the Contractor shall bear the entire cost for the restoration, repair, inspection, testing or replacement of said damaged equipment. J. Parking Citation Officer — Coordination The City may use a Parking Control Officer to cite vehicles for parking during street sweeping hours. The Contractor shall coordinate his sweeping activities with the Parking Control Officer. All costs for coordination are the responsibility of the Contractor, and no additional compensation will be allowed. K. Contractor/City Communication Throughout the period of this Agreement, the Contractor shall establish and maintain an office and have an authorized Supervisor as the point of contact for communications with the City. The Contractor's office shall have a twenty-four (24) hour telephone service and a responsible person in charge seven (7) days a week to receive all requests for emergency service, which are forwarded by the City. Contractor shall respond and provide emergency service within two (2) hours from the time a call is placed by the City. Requests for routine service or complaint issues shall. be resolved expeditiously within the following twenty-four (24) hour period. L. Contractor's Employees Contractor's employees shall be required to wear a clean uniform bearing the Contractor's name. Employees who normally and regularly come into direct contact with the public shall also bear some means of individual identification, such as a nametag or identification card. Employees shall not remove any portion of their uniform while working within the City. Employees driving the Contractor's vehicles shall at all times possess and carry a valid Commercial Drivers License issued by the State of California. Any person employed by the Contractor who fails or refuses to carry out the directions of the City, appears to be incompetent, acts in a disorderly, improper or unsafe manner, or shows signs of intoxication or other impairment shall be immediately removed from the job site by the Contractor. Prior to returning a removed employee to work within the City, the Contractor shall provide in writing the reason for the individual's behavior and the means used to prevent this behavior from occurring again. Failure of the Contractor to prevent, prohibit, or resolve problems with its employees working within the City will result in sweeping operations being suspended until further notice. The City may enter a contract with another party for street sweeping services during such a suspension, and the Contractor will be liable for all costs. M. Sweeping Practices The Contractor shall at all times use good sweeping practices as dictated by standards within the sweeping industry and will make adjustment to its equipment as necessary. The Contractor must exercise due care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. Sweeping practices include, but are not limited to the following: 1) Sweeping speed shall be adjusted to street conditions with a maximum speed of six (6) miles per hour. Patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. The City may require the installation of sweeping speed monitoring devices to record actual vehicle speed during sweeping. 2) Sweepers shall be operated as close to parked cars or other obstacles as safety allows. N, Routing and Sweeper Availability Street sweeping routes and schedules shall be developed by the Contractor and shall be subject to the approval of the Public Works Director. Routes and schedules shall be consistent with the Basic Street Sweeping Scheduling Map (Exhibit B). Sweeping routes and schedules shall be provided to the City no later than fifteen (15) days prior to the initiation of sweeping operations or changes in operation. The City reserves the right to request changes in routing or hours of operation at any time. Each sweeper shall have its own operator and scheduled route. Any and all sweeper breakdowns and repairs shall be reported immediately to the Public Works Director. O. Construction -Related Problems and Storm Debris Dirt and debris carried onto streets from identifiable construction sites is not considered the responsibility of the Contractor if located within five hundred (500) feet of a construction site. However, the Contractor is required to totally clean all dirt and debris carried by traffic to areas beyond this limit. Storm clean up and sweeping must be completed as soon as possible. Night sweeping may be permitted for normal storm cleanup, if authorized by the City. P. Records and Reports The following reports shall be submitted to the City each month along with the invoice for services. 1) Monthly Log Report, The Contractor shall keep a daily log of all streets swept, including the name and location of the streets and the number of curb -miles swept, along with a description of any special services performed. The log shall be signed by the Supervisor on a daily basis. Each' month, a report shall be prepared from the daily log giving a brief description of all routine special and emergency activities. 2) Emergency Calls. The Contractor shall maintain a positive recording of all emergency service calls, by telephone recording device or by a time punch -type trouble ticket. Such information shall be entered on the monthly log report. 3) Amount of Debris. The Contractor shall maintain a separate measurement and record detailing the amount of debris collected during sweeping activities. This information, required as part of the City's NPDES permit, must be submitted to the City each month in a tabulated, easy to read format. 4) Recycled Debris. The Contractor shall maintain a separate measurement and record detailing the amount of debris deposited at a composting or recycling facility. The record shall also identify the name and address of the facility. This information shall be submitted to the City in a tabulated, easy to read format. ' 5) Complaints. Complaints received by the City regarding the Contractor's performance will be transmitted to the Contractor's office in writing, by telephone, or email, and handled by the Contractor's Supervisor. All complaints are to receive a follow- up response within twenty-four (24) hours following notification of the Contractor. A report of the Contractor's investigation and the corrective action taken shall be made promptly by the Contractor to the Public Works Director. Repeat complaints may be handled by a joint visit to the site by a City Inspector and Contractor's Supervisor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City each month. Q. Restoration and Repair, Obstructions and Clean Up The Contractor shall become familiar with all existing installations, both public and private, on the work site and shall provide adequate safeguards to prevent damage to existing structures and improvements. All fences, wall, slopes, landscaping, and other obstructions which are remove, damaged, or destroyed in the course of work shall be replaced andlor repaired, at the Contractor's expense, to the original condition and to the satisfaction of the City. Failure to have such damages repaired in a timely manner will result in the City deducting from the Contractor's payment the cost to perform the necessary remedial work. R. Miscellaneous Safety and Other Regulations 1) Equipment and Vehicle Defects. All equipment or vehicle defects disclosed by any governmental official and not requiring immediate correction shall be corrected by the Contractor within two (2) weeks of notification. 2) Warnings. Contractor shall use light warnings instead of loud. sound signals except where required by law for the protection of personnel. 3) Water for Dust Control. The Contractor shall provide sufficient water for use street sweeping operations to maintain a near dustless condition. S. _Cooperation with Utility and Other Companies Work within the City by utility and construction companies may be progressing concurrently with the work under this Agreement. It is the responsibility of the Contractor to be informed of work planned by these parties and to coordinate street sweeping work accordingly. T. City Special Events Contractor will provide street sweeping services free of charge in conjunction with up to four (4) City -sanctioned special events each year. These events may include the City's Independence Day/4th of July Parade and Festival (July each year), the Citywide Yard Sale (March each year), the City's Fall Fiesta (October each year), and the City's Moon Festival Celebration (August each year). U. Contract Term The term of the contract shall be for a period of three (3) years, with an option for renewal for two (2) one-year extensions, on an annual basis, based on the contractor performance. The City reserves the right to unilaterally terminate the Agreement at any time upon thirty (30) days written notice to the contractor. After the initial three (3) year contract, the City has the option to renew the contract for two (2) one-year extensions, in one (1) year increment. If the City chooses to extent the contract, a -formal letter will be sent to the contractor advising contractor of the one (1) year extension. This process will be used for each of the optional two (2) years. In determining whether the Agreement should be extended, the City will evaluate the performance of the contractor and determine whether the contractor's performance is satisfactory. New street sweeping areas, as developed or assumed by the City, may be added to the Service Agreement. Such additional scope of work will be considered change orders to the initial contract, and the value will be based on service unit prices provided in Exhibit D, if applicable, and/or negotiated between the two parties of the contract. REQUIRED CONTRACT REPORTS Monthly/ Weekly Service Report 2. Monthly/ Weekly Performance Report 3. Monthly/ Weekly Green Waste Recycling/ Diversion Report 4. Emergency Calls Log 5. Complaint Log ATHENS SERVICES EXHIBIT B INSURANCE REQUIREMENTS Priorto the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirgments set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of,insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability policy form CG 00 01 or the exact -equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in,no event to be less that $5,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subContractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. As ATHENS SERVICES Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement,. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the. state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor. Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and -to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called third party action over claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g, elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. ATHENS SERVICES 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement, In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and'no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium, Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. S. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary`, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged'in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and fuither agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. if such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. IN ATHENS SERVICES 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other. regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by ahy party involved in any way with the project reserves the right to charge City or 3I ATHENS SERVICES Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M. �i -IJUV Page l of 1 l fJ ( DATE,(MM/DDIYYYY) ACORN C'ERTIFI'CATE OF LIABILITY INSURANCE 03/03/2020 THIS CERTIFICATE IS ISSUED AS A MATTER 'OF INF.ORMATIOK ONLY AND CONFERS IVO RIGHTS UPON. THE CERTIFICATE HOLDER. THIS. CERTIFICATE DOES NOT AFFIRMATIVELY OR 'NEGATIVE=LY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED' BY' THE, POLICIES. BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT "CONSTITUTE. A CONTRACT BETWEEN THE 15SUING INSURER(S),. AUTHORIZED REPRESENTATIVE OR PRODUCER., AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate'h,olderls ah :ADDITIONA'L'.INSURED, the pollcy(ies) must have ADbITIONAL'INSURED •provislons'or be endorsed,: If 'SUBROGATION IS' WAIVED, subject to the terms and conditions of the polidy, certain"policies may require'ah endorsement..A •statement on this -certificate does not confer fights to,the certificate holder in lieu of such endorsement(s). :PRODUCER CONTAE:CT Willis Towers Watson Certificate. Center NAM •Wiilis Towers Watson Insurance services west, Inc. PHONE c/o 26 century•Blvd N 1=877-945-7376 FAX No. 1-888-467=2379 P.O. Box 305191 ADDAIESS: certificates@willis.coin Nashville, TN 372305191 OSA RECEIVED INSURERS AFFORDING COVERAGE NAICdt —OW -OF R M INSURER A:.AIG Special�y Insurance lCompany. 26883 INSURED INSURERS': Greenwich Insurance Company 22322 Athons Services, 'I'nc. 14048 Valley Skid. MAR 10 2020 INSURERC: XL Insurance America Inc 24554 City 0'f Industry; CA,91746 INSURERO__ CITY CLERK, OFFICE INSURER E: INSURER F: nnvrn.wn�� f rb+1C10/1TC9'484 RGVICI(1tU HIIIMRFR 'T.HIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED' BELOW HAVE BEEN ISSUED TO THE INSURED NAMED'ABOVE FOR THE POLICY PERIOD, INDICATED.• NOTWITHSTANDING. ANY,''REQUIREMENT,. TERM OR CONDITION OF ANY CONTRACT OR OTHER! DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED' HEREIN *Ig SUBJECT TO ALL THE, TERMS, EXCLUSIONS AND CONDITIONS OF -SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY, PAID CLAIMS. )NSR LLTR' TYPEOFINSURANCE AODLSUBR '• POLICYNUMBER POLICY EFF MMIODIYYYY .POLIOYEXP• MM/DDIVYY.Y ,LIM.ITS A X COMMERCIALGENERAL.LIABILITY CLAIMS•MADE.'n OCCUR -d Y EG 6439324 03/02/202'0' 03'/01/2'021 EACH OCCURRENCE $ 1,000,000 DAMAGE O 300,000 PREMISES Ea occurrence • $ MED'EXP (Anyone ersoh) $ 25, 000 PERSONAL.&'ADV INJURY $• 1,000,060 GERLAGGREGATE LIMIT APPLIES PER: POLICY E]_JE�T 7 LOC OTHER; GENERALAGGREGATE $ .2,000,00'0 PRODUCTS- COMP/OP AGO S 2,000,000— $ ,B AuTOMOBILE.LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTO5 HIRED NON -OWNED IPer AUTOS 6NL1 AUTOS ONLY RAb50o042706 03/01'/2'020 03/01/2021 :COMBINED SINGLE LIMIT g• 5,006,000 Ea accldenl�_ BODILY INJURY IPer person) S .BODILY INJURY (Per accident) $ �ROPERTYDAMAGE $ accident). $ UMBRELLALIABOCCUR EXCESS LIA9 CLAIMS, -MADE EACHOCCURRENCE $ AGGREGATE' $ DED RETENTIONS $ C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/ N, 'ANYPROPRIETOR/PARTNERPEXECUTIVE OFFICER/MEMBEREXOLUDE1 No; ; (Mandstory,tn NH).. If yes, describe under DESCRIPTION OF OPERATIONS below RhA RWO500042606' 03/•01/2020. 03/01/2621 X STATUTE ER. E.L, EACH ACCIDENT $ 1, 0.0 0, 0.00 E.L, DISEASE-•EA:EMPLOYEE $. '11 000;, 1300 E.L. DISEASE'- POLICY, LIMIT $ 1, 000, 00'0. DESCRIPTION OF OPERATIONS•! LOCATIONS! VEHICLES (ACORD 101; Addlllonal Remarks Schedule, may be attached If more space is,requlred) The City of Rosemead, its o'ffici'als employees and agents are included as Additional Insureds as, respects to General Liability •as: requited by writtein contract. It is further agreed that such•insiu=ante as is a£toided shall:be Primary with any other insurance in force for or which may be purchased Jiy the Additi'onal'Insureds. ILS SHOULD ANY OFTHE ASOVE'DESCRIBED POLICIES BE CANCELLED BEFORE' THE .EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE -WITH THE POLICY PROVISIONS. City of Rosemadd AUTHORIZED REPRESENTATIVE 8838 E. Valley Blvd. ) _ Rosemead, CA 9,1770 ©1988-2016 ACORD CORPORATION.- All riahts.reserved. ACORD 25 (2016/03) The ,ACORD name and logo are'registered marks of ACORD sA ID: 19335372 eA'r!cx: 1!09789 2 of 2 36779 Attachment D First Amendment Staff Report ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANACERItA, DATE: FEBRUARY 27, 2018 SUBJECT: STREET SWEEPING CONTRACT EXTENSION SUMMARY On May 12, 2015, the City Council approved a three year agreement with Athens Services for Citywide street sweeping services. This agreement is set to expire on June 30, 2018. In accordance with this agreement, the City and Athens Services may mutually agree to extend the term of this agreement for up to two additional years. Athens Services has requested a two year extension under the current terms and conditions, with an adjustment of 2.97% for the Consumer Price Index (CPI). If approved, the new annual contract amount would be $225,000 with an expiration date of June 30, 2020. DISCUSSION The current contract for City street sweeping services with Athens Services expires on June 30, 2018. Athens Services has provided the City's street sweeping services since 2010 to the satisfaction of staff and the community. Street sweeping contributes to the City's overall appearance and water quality efforts as it removes potentially harmful trash, metals, and bacteria from the streets and storm drains. The scope of work in the existing agreement for street sweeping services comprises of sweeping all streets including arterial, collector, industrial, residential and commercial, cul-de-sacs, and median curbs within the City once a week, at a minimum, and twice weekly in specified commercial districts. Further, key services are briefly described below and are regularly monitored by City staff. • Provide sweeping logs that include miles and areas swept and the amount of materials that arc collected. • Utilize street sweeping equipment in compliance with Air Quality Management District (AQMD) Rule 1186. 1, which is the standard for alternative fuel vehicles. • Coordinate with Public Safety Division Parking Control Officers on daily routes. • Provide the City with additional street sweeping; in conjunction with up to four (4) special events each year. ITEM NUMBER: - 79 City Council Meeting February 27, 2018 Page 2 of 3 As stated, Athens Services has provided street sweeping service for the City of Rosemead since July 1, 2010. Athens Services, throughout the term of this agreement, has exceeded the expectations of staff. The contractor sweeps all streets according to the City's schedules, is timely, provides excellent customer service, and handles any issues that come up effectively and quickly. Additionally, the contractor has often made adjustments and accommodations to its scheduling to meet the various needs of the City and community. The contractor coordinates effectively with staff from the Public Works Department and the Public Safety Division. Additionally, the contractor has gone above and beyond in their response to emergency situations (windstorms, accidents, etc.) and their participation in City events, including as a sponsor of the City's annual Public Works Day event. Athens Services current agreement is set to expire on June 30, 2018. As a result, Athens Services has requested an extension to their agreement for two additional years, as permissible in their agreement with the City's approval. In addition, Athens Services has requested a CPI adjustment of 2.97% to their current rate. The current agreement allows for an annual maximum payment of $218,400. If approved, then the new maximum annual contract amount would be $225,000, which has been rounded for budget purposes, and would be extended until June 30, 2020. STAFF RECOMMENDATION It is recommended that the City Council authorized a two-year extension (July 1, 2018 — June 30, 2020) with Athens Services in an annual amount not to exceed $225,000, which includes a onetime 2.97% CPI increase. FISCAL IMPACT Funding for street sweeping services is provided through Gas Tax funds. STRATEGIC PLAN IMPACT — None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared By: Michelle G. "Ramirez, jrctr of Public Works Attachment A: Letter of Extension — Athens Services Attachment B: Street Sweeping Services Agreement (Athens Services) City Council Meeting February 27, 2018 Page 3 of 3 Attachment C: City Council Staff Report — May 12, 2015 Attachment D: City Council Minutes — May 12, 2015 Attachment E: Service Schedule and Map Attachment E First Amendment FIRST AMENDMENT TO STREET SWEEPING SERVICES AGREEMENT (ATHENS SERVICES) This FIRST AMENDMENT ("Amendment") is made and entered into this 2Ph day of February, 2018 ("Effective Date"), by and between the City of Rosemead ("City"), a municipal organization, and Athens Services ("Contractor"). WHEREAS, City and Contractor entered into an agreement on June 24, 2015, for Street Sweeping Services (the "Agreement"); and WHEREAS, this Agreement is set to expire on June 30, 2018; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement for up to two additional years. NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 3.1.2 "Term" shall be amended to read; 3.1.2. Term. The term of this Agreement shall be from July 1, 2018 to June 30, 2020, 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. SECTION 2. Section 3.3.1 "Compensation" shall be amended to read: 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Two Hundred Twenty -Five Thousand Dollars ($225,000) annually, billed at a maximum of Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) per month. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement, SECTION 3. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 4. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: Pal Mayor ATHENS SERVICES Attest: By: / BY: Mai &Omw6we E�-i6,P4 City Clerk Appro as to Fo By, L�-- Rachel Richman Burke, Williams & Sorensen, LLP City Attorney 2 [if Corporation, TWO SIGNATURES, ffl t AND t', �QRPORATE SEAL., Gary M. Clifford Executive Vice President Attachment F Draft Professional Service Agreement Update required information in blue and check insurance limits. Use PSA template for architects/engineers/design professional services. PROFESSIONAL SERVICES AGREEMENT [INSERT TYPE OF PROFESSIONAL SERVICE] [INSERT COMPANY NAME] 1. PARTIES AND DATE. This Agreement is made and entered: (Effective Date) by and between they 't organized under the laws of the State of C lifo 8838 E. Valley Blvd., Rosemead, California`l [INSERT TYPE OF ENTITY - COR PROPRIETORSHIP OR OTHEF;tI PAL. ENTI INSERT ADDRESS "Consultant' Gft a,nc referred to herein as "Party" and colietvely s 2. RECITALS.; =><< 2.1 Consult Consu taut des Agreetfi""At. Consultant SERVICEa consulting se is familiar' 'Ith.the plans 2.2 Pt 0 City desires , NAME OF PROJEC 3. TERMS. 'to this this Day of 20 Rosemead, w,.jpunidpal organization is with its principaFblace of business at 70 and [INS6�:T COMPANY] a ORATION, PARTNERSHIP, SOLE Y] With\ its principal place of business at Condultant are sometimes individually and assume responsibility for the provision of certain thea. on thb terms and conditions set forth in this that it s exbenenced in providing [INSERT TYPE OF sublic clients, is licensed in the State of California and insultant to render such ongoing professional [INSERT ") as set forth in this Agreement. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] services necessary for the Project, herein referred to a "Services". The [INSERT COMPANY NAME] Page 2 of 17 Services are more particularly described in Exhibit [INSERT EXHIBIT LETTER] 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. 3.1.2 Term. The term of this Agreement shall be for a [INSERT WRITTEN YEARS] [(INSERT YEAR IN NUMBER)] year period from the Effective Date shown above, with [INSERT WRITTEN YEARS] [(INSERT YEARS)] extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. [INSERT COMPANY NAME] Page 3 of 17 Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, 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. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates [INSERT NAME], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional 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. 3.2.7 Coordination of Services: Consultant 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. 3.2.8 Standard of Care; Performance of Employees: Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant 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 a City 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, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. [INSERT COMPANY NAME] Page 4 of 17 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable 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. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 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 Consultant 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 its 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. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed [INSERT WRITTEN AMOUNT] Dollars [(INSERT NUMERIC AMOUNT)] and in accordance with consultant's proposal dated [INSERT DATE]. Consultant's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. 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, [INSERT COMPANY NAME] Page 5 of 17 as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. [INSERT COMPANY NAME] Page 6 of 17 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 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. 3.5.2 Delivery of Notices: 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: CONSULTANT: [INSERT COMPANY NAME] [INSERT ADDRESS] Attn: [INSERT PRIMARY CONTACT] Tel: [INSERT PHONE NUMBER] CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: [INSERT'CITY CONTACT] Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or 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. 3.6.3 Ownership of Materials and Confidentiality. [INSERT COMPANY NAME] Page 7 of 17 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 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. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. [INSERT COMPANY NAME] Page 8 of 17 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 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. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. [INSERT COMPANY NAME] Page 9 of 17 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant 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. 3.5.13 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected 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. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 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. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 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. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as [INSERT COMPANY NAME] Page 10 of 17 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 member, 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. 3.5.19 Equal Opportunity Employment: Consultant 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. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's 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. 3.5.21 Authority to Enter Agreement: Consultant 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. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant 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. [Signatures on next Page] [INSERT COMPANY NAME] Page 11 of 17 CITY OF ROSEMEAD Gloria Molleda, City Manager Date Attest: Ericka Hernandez, City Clerk Date Approved as to Form: [INSERT COMPANY NAME] Name: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] 0 Name: Rachel Richman Date City Attorney Title: [INSERT COMPANY NAME] Page 12 of 17 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE [INSERT COMPANY NAME] Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross- [INSERT COMPANY NAME] Page 14 of 17 liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. [INSERT COMPANY NAME] Page 15 of 17 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by [INSERT COMPANY NAME] Page 16 of 17 Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. [INSERT COMPANY NAME] Page 17 of 17 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Attachment G Draft Second Amendment SECOND AMENDMENT TO TYPES OF SERVICE AGREEMENT (CONTRACTOR NAME) This SECOND AMENDMENT ("Amendment") is made and entered into this day of , 20_ ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and Contractor Name with its principal place of business at address ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Contractor entered into an.a 'i'dement on for Insert type of service (the "Agreement"); and WHEREAS, this Agreement is set to WHEREAS, the City and the Contrad this Agreement for up to Insert time length. NOW, THEREFORE, the Parti SECTION 1. Section " the SECTION 2. Section <« I nso.rt.: , tion N u i bbr.* C." as fol _ >shall, 1e�. InSE r�:Anser n mutually agree be ament0'd to read: and nd the term of from section in amended to read: verbiage of section. and provisions of the Original Agreement not in iin in full force and effect. SECTION 4. Tht`;City Clerk sh`0,11 certify to the adoption of this Addendum and hereafter the same shall be'itl full force`and effect. 0 IN WITNESS WHEREOF City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD M Gloria Molleda, City Manager Attest: NAME OF CONTRACTOR BY: Name: Title: City Clerk (If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) BY: Rachel Richman, City Attorney Name: