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HomeMy WebLinkAboutJ&M Keystone Inc; 2007-03-27; PWGS301AMENDMENT NO. 4 TO EXTEND AND AMEND AGREEMENT FOR GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J & M Keystone, lnc PWGS301 dment No. 4 is entered into and effective as of the /* dayof a*/ , 2010, extending and amending the agreement dated March 27, 2007 (fie "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and J & M Keystone, Inc., ("Contractor") (collectively, the "Parties") for gutter and sidewalk pressure washing services. RECITALS A. On July 25, 2007, the Parties executed Amendment No. 1 to the Agreement to alter the Scope of Work to include semi-annual pressure washing service of areas adjacent to the seawall; and B. On March 27, 2008, the Parties executed Amendment No. 2 to the Agreement to extend and amend the Agreement for Gutter and Sidewalk Pressure Washing Services; and C. On January 27, 2009, the Parties executed Amendment No. 3 to the Agreement to extend and amend the Agreement for Gutter and Sidewalk Pressure Washing Services and to include a negotiated increase in unit prices; and D. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 27, 2011 on an agreed upon price and on a time and materials basis not-to-exceed One Hundred Thousand dollars ($100,000). 2. City will pay Contractor for all work associated with those services on an agreed price and on a time and materials basis not-to-exceed One Hundred Thousand dollars ($100,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California yb&&- 7 I C~tjManager eMaym (prlnt namelt~tle) ATTEST (print nameltitle) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate offtcer from each of the following two groups. 'Group A. Chairman, President, or 4ice-President "Group B. eecretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL. City Attorney City Attorney Approved Version #05.22.01 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J & M Keystone, Inc PWGS301 ^This Amendment No. 3 is entered into and effective as of the Of ( _ day of v\ _ > 2009, extending and amending the agreement dated 27, 2007 (tfwji "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and J & M Keystone, Inc., ("Contractor") (collectively, the "Parties") for Gutter and Sidewalk Pressure Washing Services (PWGS301). RECITALS A. On July 25, 2007, the Parties executed Amendment No. 1 to the Agreement to alter the Scope of Work to include semi-annual pressure washing service of areas adjacent to the seawall; and B. On March 27, 2008, the Parties executed Amendment No. 2 to the Agreement to extend and amend the Agreement for Gutter and Sidewalk Pressure Washing Services; and C. The Parties desire to extend and fund the Agreement for a period of one year ending on March 27, 2010; and D. The Parties have negotiated and agreed to a unit cost increase of 2.3% in accordance with Attachment A, Mutually Agreed Covenants. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 27, 2010 on an agreed upon price basis not- to-exceed One Hundred Thousand dollars ($100,000) per Agreement year. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR *By, (sign here) (print name/title) (sign here) (print name/title) (e-mail address) CITY OF corporation ?LSBAD, a municipal of California - By: ATTEST" LORi^lNEIvTwOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President Assistant Ccerctof CfOui Aaaiaiaiil Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALDR. BALI^tyAttorney MKBy: City Attorney Approved Version #05.22.01 MUTUALLY AGREED COVENANTS Exhibit A GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J & M Keystone (PWGS301) With execution Amendment No. 3 to Extend and Amend the Agreement for Gutter and Sidewalk Pressure Washing Services, PWGS301, it is hereby agreed by the Parties as follows: 1. All unit costs listed in the existing Cost of Services (attached) may be increased by 2.3%, effective March 27, 2009. City Attorney Approved Version #05.22.01 COST OF SERVIC Exhibit A GUTTER & SIDEWALK PRESSURE WASHING SERVICES J & M Keystone (PWGS301) Item No. Item Description 1. Bi-annual Sidewalk-Paving Pressure Washing Services 2. Quarterly Curb & Gutter Pressure Washing Services 3. On Call "Spot" Sidewalk-Paving Pressure Washing Services 4. Semi-annual Pressure Washing Services previously added to Agreement per Amendment No. 1 executed July 25, 2007. Original Unit Price $13,293.33 each $0.1249 linft $395.00 each Amendment #3 Adjusted Unit Price $13,599.08 each $0.1278 linft $404.09 each $2,706.00 each $2,768.24 each City Attorney Approved Version #05.22.01 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J & M Keystone, Inc PWGS301 (This Amendment No. 2 is entered into and effective as of the * day of srft^cj^, , 2008, extending and amending the agreement dated March 27, 2007 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and J & M Keystone, Inc., ("Contractor") (collectively, the "Parties") for Gutter and Sidewalk Pressure Washing Services (PWGS301). RECITALS A. On July 25, 2007, the Parties executed Amendment No. 1 to the Agreement to alter the Scope of Work to include semi-annual pressure washing service of areas adjacent to the seawall; and B. The Parties desire to extend and fund the Agreement for a period of one year ending on March 27, 2009; and C. The Parties have negotiated and agreed that all services and fees will remain unchanged. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 27, 2009 on a time and materials basis not- to-exceed One Hundred Thousand dollars ($100,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (e-mail address) 'By: -7 (sign here) (print name/title) (e-mail address) unicipal ia (print name/title) . Co s\ LO City Clerk .^j> If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President GTOTJnftsststemW^easurer Assistant Oewetary. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney B. JQJU Deputy CityAttorne City Attorney Approved Version #05.22.01 AMENDMENT NO. 1 TO GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J & M Keystone, Inc. __ mendment No. 1 is entered into and effective as of the o>/ _ day of 200^2_, amending the agreement dated March 27, 2007 (the___ "Agfeemeity") by a$d between the City of Carlsbad, a municipal corporation, ("City"), and J & M Keystoner Inc., ("Contractor") (collectively, the "Parties") for Gutter and Sidewalk Pressure Washing Services. RECITALS A. The Parties desire to alter the Agreement's scope of work to add semi annual pressure washing service as described in Appendix "A"; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on an agreed price basis not-to-exceed Five Thousand Four Hundred Twelve dollars ($5,412.00) per agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, agreed prices and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by March 27, 2008 and by March 27 of any subsequent agreement years. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instalments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (sign hepfi) Ron Martin, President (print name/title) nwilubum@jmkeystone.ccm CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor ATTEST: "feign here) ~ Joe Welch, CFO c\fejd£.£ LORRAINE M-WOOry) qfty Clerk1-' w (print name/title) nwilburn§jmkeystone.com (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" AMENDMENT #3 TO CUSTODIAL MAINTENANCE SERVICES SCOPE OF SERVICES AND FEE 1. The Contractor will provide semi annual pressure washing services in accordance with the original agreement including "value added" services, on an agreed price basis of Two Thousand Seven Hundred and six dollars ($2,706.00) per cleaning. Total compensation for both cleanings shall not exceed Five Thousand Four Hundred and Twelve dollars ($5,412.00) per agreement year. Service will begin immediately upon receipt of a Notice to Proceed from the Project Manager. Future semi-annual cleaning shall coincide with the scheduled cleaning of the downtown area. This work shall occur in the following area: • All flatwork located on the upper western side of Carlsbad Boulevard between Pine Avenue and the State owned restroom at Tamarack Avenue. • The top landing of each stairway leading from the above referenced flatwork to the seawall or beach. • Bottom rails of all aluminum fencing, handrails or pedestrian guardrails attached to the areas pressure washed by the Contractor. Pressure washing of handrails attached to stairways is not included in this item. The total compensation for all items included in this amendment shall not exceed Five Thousand Four Hundred Twelve dollars ($5,412.00) per agreement year. City Attorney Approved Version # 05.22.01 AGREEMENT FOR GUTTER AND SIDEWALK PRESSURE WASHING SERVICES J&M Keystone, Inc. THIS AGREEMENT is made and entered into as of the Off day of 2aV"}. by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and J&M Keystone, Inc. a corporation, ("Contractor"). RECITALS A. City requires the services of a Pressure Washing Contractor that is experienced in providing routine, recurring and usual commercial gutter and sidewalk pressure washing services necessary for the protection and preservation of City owned or maintained facilities for their intended purposes. B. Contractor has the necessary experience in providing services and advice related to providing routine, recurring and usual commercial gutter and sidewalk pressure washing services necessary for the protection and preservation of City owned or maintained facilities their intended purposes. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a bid to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1- SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render the gutter and sidewalk pressure cleaning services described in the Scope of Work contained in the City's Request for Bids and the Contractor's bid, which are incorporated by this reference in accordance with this Agreement's terms and conditions. The Contractor will perform gutter and sidewalk pressure washing services as scheduled and as authorized on an agreed price basis as specified in the Contractor's bid. Nothing in this agreement is intended to create an exclusive arrangement between City and Contractor. The City reserves the right to procure gutter and sidewalk pressure washing services from other vendors as the City deems appropriate. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one-year from the date first above written. The City Manager may amend the Agreement to extend it for four additional one-year periods or parts thereof in an amount not to exceed One Hundred Thousand dollars ($100,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. Either the City or the Contractor may decline to confirm the renewal of the contract for any reason whatsoever, which shall render the renewal option null and void 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The Contractor's gutter and sidewalk pressure cleaning work will be by paid at an agreed price per location and service event as indicated in the Contractor's bid. The total fee payable for the Services to be performed during the initial Agreement term will not exceed One Hundred Thousand dollars ($100,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in the Contractor's bid. The Contractor will perform work in accordance with all applicable Carlsbad Municipal Code sections, OSHA standards and any other regulatory requirements. The Contractor shall submit invoices to the Street Superintendent, or his authorized representative by the 5th day of the month for work performed in the previous month under this contract. The Contractor shall provide detailed records of all work performed and include all areas serviced under this agreement. Failure to provide the required documents, invoices, and reports will result in the City of Carlsbad withholding payment to the Contractor until all the required documentation is provided to the City. If an increase in compensation for service in succeeding option years is requested, the Contractor must provide detailed supporting documentation to justify the requested rate increase. The City will evaluate the requested increase, and the City reserves the right to accept or reject the Contractor's requested compensation increase. This Agreement's annual compensation terms may be adjusted by a mutually agreeable amount based on and no greater than the San Diego Consumer Price Index changes over the previous year. Requests for price changes must be made by the Contractor in writing sixty (60) days before the end of the then-current agreement year and is subject to negotiation or rejection by the City. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 COMMERCIAL GENERAL LIABILITY INSURANCE $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability If the use of an automobile is involved for Contractor's work for City, $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 ANY AUTO COVERAGE Insurance must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non- scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. 10.1.4 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.5 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.2.3 Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.3 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.4 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will 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. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all documents related to services performed produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name: Dale A. Schuck Title: P.W. Supervisor Department: Public Works Citv of Carlsbad Address: 405 Oak Avenue. Carlsbad. CA 92008 Phone No: (760) 434-2949 For Contractor: Name Nikki A. wilburn Title Operations Manager Address 2709 Via Orange Way, #A Spring Valley, CA J1978 Phone No. (619) 466-9876 6 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager and/or designee. The City Manager and/or designee will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager and/or designee will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et sec., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE 8 Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement wilt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, the City's Request for Bid, the Contractor's Bid, and the Specifications, together with any other written document referred to or contemplated by these documents, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR *By: CITY OF CARLSBAD, a municipal corporation of the State of California (print name/title) „— *By: City Manager or Mayor ATTEST: -~jf *T l^f^^ ' I<J ••-'TlORRINE M. WOOD (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be If a Corporation. Agreement must be signed by one corporate officer from each of the two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney' 10 CITY OF CARLSBAD GUTTER AND SIDEWALK PRESSURE WASHING SERVICES EXHIBIT "A" DETAILED SCOPE OF SERVICES AND CONTRACT SPECIAL PROVISONS 1. GENERAL A. Contractor shall provide all necessary tools, equipment, materials, knowledge and labor to provide gutter and sidewalk pressure cleaning and related services to City of Carlsbad as requested. Services include but are not limited to commercial quality pressure washing of curb, gutter and sidewalk per the City of Carlsbad's attached cleaning specifications. Examples of work include but are not limited to: • Commercial pressure washing of curb and gutter. • Commercial pressure washing of concrete sidewalks, decorative tiles, bricks, non- asphalt paving systems and miscellaneous appurtenances. • If normal pressure washing techniques are ineffective, mechanical scrubbing and/or chemical cleaning of heavily soiled areas will be required, including removal of oil, chewing gum, liquid and soft drink stains, ground in dirt, plant material stains, debris and other similar items. This specialty treatment is considered incidental to the work and shall be paid at the established rates for "Scheduled" or "Spot" cleaning. • Capture and legal disposal of all cleaning compounds, liquids or other related materials. B. The Contractor shall provide personnel who are experienced in the type of work specified and shall perform all services in a workmanlike manner. C. The Contractor shall provide a safe work environment including adherence to all safety requirements for its employees and shall provide safe access and egress for City employees and the general public. D. The Contractor shall return all areas surrounding his work locations to the condition prior to his performance of services. E. For each specific jobsite, the Contractor shall obtain approval of materials and cleaning methods to be used from a designated City representative. F. The Contractor will provide all materials to be used in the performance of his duties and all such materials shall be included in the bid price for said services. 11 2. BEST MANAGEMENT PRACTICES A. Contractor will incorporate and comply with all applicable Best Management Practices (BMPs) during the completion of this agreement. All work must be in compliance with the San Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code and the City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by reference. B. The Contractor shall indicate in his proposal methods of compliance, equipment utilized to insure compliance, training of staff and experience in compliance with environmental regulations. 3. TRAFFIC CONTROL A. All work shall be conducted in a manner with minimal disruption in traffic flow. When sidewalk or parking restrictions are necessary, Contractor will place approved traffic control devices in accordance with standard traffic control plans. If parking must be restricted, temporary "No Parking" signs will be placed a minimum of 72 hours prior to the start of work. All traffic control shall be in accordance with the California Manual on Uniform Traffic Control Devices (FHWA's MUTCD 2003 Revision 1, as amended for use in California). B. All traffic control costs including preparation and submission of traffic control plans are included in the Bid Item price for the associated work and no additional payments for traffic control will be allowed. 4. SCHEDULED CLEANING A. Gutters Contractor will clean all gutters on the attached location listing (Attachment B) on a quarterly basis. Contractor will have thirty calendar days to complete the quarterly cleaning beginning no more than five working days following execution of this agreement and then every 90 calendar days thereafter until termination of this agreement. This work must be completed between 7:00 am and 5:00 pm Mondays through Fridays. No weekend or holiday work will be allowed unless approved otherwise by the Public Works Director or designee. The locations and quantities listed on Attachment "B" are estimates only. The City reserves the right to add or delete locations to this scheduled list. Payment for services will be for actual quantities cleaned and payment will be rendered on a Linear Foot basis. B. Sidewalks and Paving Contractor will clean all sidewalks, top of curbs, decorative tiles, bricks, paving stones, and miscellaneous appurtenances within the village area, as outlined on the attached map (Attachment A) and as discussed at the mandatory pre-bid 12 meeting, on a bi-annual basis. Cleaning includes all the above-mentioned items on both sides of each street identified in Attachment "A". Contractor will take precautions to ensure that no infrastructure is damaged during the completion of this work. Contractor will perform routine cleaning once in the spring and once in the fall. Contractor will have forty-five (45) calendar days to complete each session of routine cleaning beginning on the Monday immediately following the Carlsbad Street Faire held in May and again in November. This work must be completed between 5:00 am and 11:00 am Mondays through Fridays. No weekend or holiday work will be allowed unless approved otherwise by the Public Works Director or designee. 5. ON CALL SIDEWALK/PAVING "SPOT CLEANING" A. Periodically, Contractor may be asked to perform sidewalk/pavement pressure washing at locations, infrastructure, and/or frequencies in addition to those specified as routine. Contractor will respond and perform the duties specified within three working days unless otherwise instructed by the Public Works Director or designee. B. Locations for spot cleaning are not limited to routine cleaning areas. Spot cleaning locations may be any location within the City of Carlsbad. C. All requirements for "Spot Cleaning" shall be identical to those for "Scheduled" cleaning with the exception of hours of operation. Normal hours for "Spot" cleaning will be Monday through Friday between the hours of 8:00 am and 4:00 pm. D. The Contractor is guaranteed a minimum of Two-Thousand (2000) Square Feet of "Spot" pressure washing of sidewalk/paving per each "Spot" pressure washing occurrence. 6. SPECIFICATIONS FOR CLEANLINESS A. The Contractor shall perform thorough cleaning of surface improvements identified in this document. Thorough cleaning in this context means complete and total removal of oil, chewing gum, liquid and soft drink stains, ground in dirt, plant material stains, algae, mold, debris and other similar items. The contractor shall take more aggressive methods to remove stubborn stains through scrubbing or application of approved cleaning materials. B. The Contractor shall not utilize methods or materials that damage, discolor or otherwise damage surface improvements. If the Contractor damages surface improvements during the course of the work, the City retains the right to withhold payment to the contractor in an amount the City determines fair and reasonable to repair or replace damaged improvements. 13 C. After reasonable attempts at stain removal, the Contractor shall indicate areas that have non-removable or permanent stains. This report shall indicate the location of staining, suspected type of staining, location of staining including nearest address and closest cross-street. The City's representative shall inspect the areas and shall make final determination as to the nature of the staining. If the City's representative determines that the reported staining is not permanent, the Contractor shall make additional attempts to remove this material and no additional compensation shall be provided. D. All requirements for "Spot Cleaning" shall be identical to those for "Scheduled" cleaning with the exception of hours of operation. Normal hours for "Spot" cleaning will be Monday through Friday between the hours of 7:00 am and 5:00 pm. 7. FUTURE ADJUSTMENTS IN SCHEDULED CLEANING. A. For additions to the "Scheduled" cleaning areas, Contractor will be compensated at the unit rate for that type of cleaning in accordance with the unit price bid for the respective spot cleaning type. Deletions from the "Scheduled" cleaning areas will be prorated at the unit rate for that type of cleaning in accordance with the unit price bid for the respective "Spot" cleaning type. "On Call" Spot Cleaning services will be paid at the unit price for actual work performed. 14 00 LLJ 5 O T-fi £UJ 2 Ootz Q. Q *o> < g CO D O tn UJI 0)t? C BT3 O i:C CO in i- CM CM CO CMCM in CD *— o> in __.__._cMoinmT-Ti-cococoincMCM OOO^ 10 o co o co o CM COTfQlCQCO COCOCO CO O)CO CM h- J§ 8 N- CO CO O^— "o CD ^3 CO ^tf" *—O C O C CO CO 3CO CD CO CD CO CO UJ £ CO CM cM n o-ocMoo-<-T-o>c5ooM^ CCOO>OOOT-O>CO CO CO Q. CDCMr^COT-CMCMCO CN-CDomojCD CD OO tn OT *- cCO -« 2 S .o-i 5 E >. c CO5 w i «s oo &2 s•" •= 0-8 ™_ C N JS CO CO < < < CD O O ffi LU I O T- Isp > O.a? IDa z a. a § CO o<fa:iu o UJ S Oo UJ Q> oco(D TD'to .c N. CO CO CM CO IOCNJT- CM r»-rj- CM T-n eo m •* in N.CM IO IO CM TJC00 OJ U3 IO IO1^ 1^ CO CO <D CO CO CO Si/ HASi/ O "3 SL I oo ooc10QQC O OOOC BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 18 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 19 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 20 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 21 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 22 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 23 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 24 BID NO. 07-12 GUTTER AND SIDEWALK PRESSURE WASHING SERVICES 25