HomeMy WebLinkAboutA5675 - ASBURY ENVIRONMENTAL SERVICES COLLECTION,TRANSPORTATION,DISPOSAL,DESTRUCT. OF WASTE MATERIAL r
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CITY OF PALM SPRINGS
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! CONTRACT SERVICE AGREEMENT
TYj S CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this day of SV L. 20 L$ by and between the CITY OF PALM SPRINGS,
a municipal corporation, (herein "City") and Asbury Environmental Services, (herein "Contractor").
The term Contractor includes professionals performing in a consulting capacity. The parties
hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes
of this Agreement, the phrase "highest professional standards" shall mean those standards of
practice recognized by one or more first-class firms performing similar work under similar
circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of such proposal and this
Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed
(b) has carefully considered how the services should be performed and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has, or will,
investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions, which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
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1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until acceptance
of the work by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties
agree to act in good faith to execute all instruments, prepare all documents and take all actions as
may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter
specified, neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may
be approved by the Contract Officer. Any greater increases, taken either separately or
cumulatively must be approved by the City Council. It is expressly understood by Contractor that
the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the
risk that the services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions in Exhibit "B"
shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this fixed unit price
Agreement, the Contractor shall be compensated in accordance with the "Schedule of
Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, in the
estimated initial three year contract amount of Eighteen Thousand Seven Hundred Ninety Eight
Dollars and 161100 ($18,798.15) (herein "Contract Sum"), except as provided in Section 1.8. The
method of compensation may include (i) a lump sum payment upon completion, (ii) payment in
accordance with the percentage of completion of the services, (III) payment for time and materials
based upon the Contractor's rates as specified in the Schedule of Compensation, but not
exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, telephone expense, transportation expense approved by the
Contract Officer in advance, and no other expenses and only if specified in the Schedule of
Compensation. The Contract Sum shall include the attendance of Contractor at all project
meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any
additional compensation for attending said meetings.
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/ 2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (1") working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of
the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day
of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto
as Exhibit "ID", if any, and incorporated herein by this reference. When requested by the
Contractor, extensions to the time perod(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Contractor shall within ten (10) days of the commencement of such delay
notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit "D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
Jerry Ratajesak
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
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services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of
the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily
or by operation of law, whether for the benefit of creditors or otherwise, without the prior written
approval of City. Transfers restricted hereunder shall include the transfer to any person or group
of persons acting in concert of more than twenty five percent (25%) of the present ownership
andfor control of Contractor, taking all transfers into account on a cumulative basis. In the event
of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting proposals or by sending requests for
proposals to selected Local Subcontractors. The City may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor_ Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. City shall have no
voice in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. City shall not in any way or for any
purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint
venturer or a member of any joint enterprise with Contractor.
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5.0 INSURANCE, INDEMNIFICATION AND BONDS.
5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, the insurance described herein for the
duration of this Agreement, including any extension thereof, or as otherwise specified herein,
against claims which may arise from or in connection with the performance of the Work hereunder
by Contractor, its agents, representatives, or employees. In the event the City Manager
determines that the Work or Services to be performed under this Agreement creates an increased
or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the
insurance policies may be changed accordingly upon receipt of written notice from the City
Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best
rating drops below the levels specified herein. Except as otherwise authorized below for
professional liability (errors and omissions) insurance, all insurance provided pursuant to this
Agreement shall be on an occurrence basis. The minimum amount of insurance required
hereunder shall be as follows:
a) Commercial General Liability Insurance. Contractor shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of commercial
general liability insurance written on a per occurrence basis with a combined single
limit of at least one million dollars ($1,000,000.00) and two million dollars
($2,000,000.00) general aggregate for bodily injury and property damage including
coverage's for contractual liability, personal injury, independent contractors, broad
form property damage, products and completed operations.
b) Workers' Compensation Insurance. Contractor shall obtain and maintain, in full
force and effect throughout the term of this Agreement, workers' compensation
insurance in at least the minimum statutory amounts, and in compliance with all
other statutory requirements, as required by the State of California. Contractor
agrees to waive and obtain endorsements from its workers' compensation insurer
waiving subrogation rights under its workers' compensation insurance policy
against the City and to require each of its subcontractors, if any, to do likewise
under their workers' compensation insurance policies. If Contractor has no
employees, Contractor shall complete the City's Request for Waiver of Workers'
Compensation Insurance Requirement form.
c) Business Automobile Insurance. Contractor shall obtain and maintain, in full force
and effect throughout the term of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the
amount of one million dollars ($1,000,000.00) bodily injury and property damage.
The policy shall include coverage for owned, non-owned, leased, and hired cars.
d) Employer Liability Insurance. Contractor shall obtain and maintain, in full force and
effect throughout the term of this Agreement, a policy of employer liability
insurance written on a per occurrence basis with a policy limit of at least one million
dollars ($1,000,000.00)for bodily injury or disease.
5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City Manager prior to commencing
any work or services under this agreement. Contractor guarantees payment of all deductibles
and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions
in excess of $10,000, and the City Manager may require evidence of pending claims and claims
history as well as evidence of Contractor's ability to pay claims for all deductible amounts and
self-insured retentions proposed in excess of$10,000.
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5.3 Other Insurance Requirements. The following provisions shall apply to
the insurance policies required of Contractor pursuant to this Agreement:
5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary
insurance as respects City and its officers, council members, officials, employees,
agents, and volunteers. Any insurance or self-insurance maintained by the City
and its officers, council members, officials, employees, agents, and volunteers
shall be in excess of Contractor's insurance and shall not contribute with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to City and its officers,
council members, officials, employees, agents, and volunteers.
5.3.3 All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to each insured, including
additional insured's, against whom a claim is made or suit is brought to the full
extent of the policies. Nothing contained in this Agreement or any other agreement
relating to the City or its operations shall limit the application of such insurance
coverage.
5.3A None of the insurance coverage's required herein will be in compliance with these
requirements if they include any limiting endorsement which s�bctantially�noaira
tfie coverage's set forth herein (e.g., elimination of contractual liability or reduction
of discovery period)unless the endorsement has first been submitted to they
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5.3.5 Contractor agrees to require its insurer to modify insurance endorsements 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 endorsements. Certificates
of insurance will not be accepted in lieu of required endorsements, and submittal of
certificates without required endorsements may delay commencement of the
Project. It is Contractors obligation to ensure timely compliance with all insurance
submittal requirements as provided herein.
5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved
with the Project who are 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 the City for review.
5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Contractor of non-compliance with any insurance requirement
in no way imposes any additional obligations on the -City nor does it waive any
rights hereunder in this or any other regard.
5.3.8 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- Endorsements as required in this
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Agreement applicable to the renewing or new coverage shall be provided to City no
later than ten (10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance 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.
5.3.10 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.
5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the Work performed under this Agreement and for any
other claim or loss which may reduce the insurance available to pay claims arising
out of 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, or to reduce or dilute insurance available for
payment of potential claims_
5.3.12 Contractor agrees that the provisions of this section shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for
the payment of damages resulting from the Contractor's activities or the activities
of any person or person for which the Contractor is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or
better, unless such requirements are waived in writing by the City Manager or his designee due to
unique circumstances.
5.5 Verification of Coverage. Contractor shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements, affecting
all of the coverage's required by this Agreement. The certificates and endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All proof of
insurance is to be received and approved by the City before work commences. City reserves the
right to require Contractor's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and Omissions
and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the following
endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured..."("as respects City of Palm Springs Contract No._"or "for any and all work
performed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have.._" ("as respects City of Palm Springs Contract No. " or "forany
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and all work performed with the Cit}/' maybe included in this statement).
3, "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder named,"
Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not acceptable
and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents,
and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies. All certificates of Insurance and endorsements are to be
received and approved by the City before work commences. All certificates of insurance must be
authorized by a person with authority to bind coverage, whether that is the authorized
agent/broker or insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
5.6 Performance Bond. Unless otherwise waived in Schedule B of this
Services Agreement, Contractor shall deliver to City a performance bond in the sum of the
amount of this Agreement, in the form provided by the City, which secures the faithful
performance of this Agreement, unless such requirement is waived by the Contract Officer. The
bond shall contain the original, notarized signature of an authorized officer of the surety and
affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be
unconditional and remain in force during the entire term of the Agreement and shall be null and
void only if the Contractor promptly and faithfully performs all terms and conditions of this
Agreement,
5,7 Sufficiency of Insurer or Surety. Insurance or bands required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A" or better in the most recent edition of Best `s Key Rating Guide or in the Federal
Register, unless such requirements are waived by the City Manager or designee of the City
Manager due to unique circumstances. In the event the City Manager determines that the work or
services to be performed under this Agreement create an increased or decreased risk of loss to
the City, the Contractor agrees that the minimum limits of the Insurance policies and the
performance bond required by this Section 5 may be changed accordingly upon receipt of written
notice from the City Manager or designee; provided that the Contractor shall have the right to
appeal a determination of increased coverage by the City Manager to the City Council of City
within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly
concerned about the cost of work and services to be performed pursuant to this Agreement. For
this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances,
techniques, or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project
being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,
technique or event and the estimated increased or decreased cost related thereto and, if
Contractor is providing design services, the estimated increased or decreased cost estimate for
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the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at ail times during normal business
hours of City, including the right to inspect, copy, audit and make records and transcripts from
such records. Such records shall be maintained for a period of three (3) years following
completion of the services hereunder, and the City shall have access to such records in the event
any audit is required
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be delivered to City
upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall
have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without specific
written authorization by the Contractor will be at the City's sole risk and without liability to
Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom.
Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting
therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7A California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,
or any other appropriate court in such county. Contractor covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action.
7.2 Disputes In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party, in writing, of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8,
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
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amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for
any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may
be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to
perform Contractor's obligation under this Agreement. In the event that any claim is made by a
third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall
exist which shall appear to be the basis for a claim of lien, City may withhold from any payment
due, without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided
herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement-
7-5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and
shall pay to the City the sum of$ 0 (none) as liquidated damages for each working day of delay
in the performance of any service required hereunder, as specified in the Schedule of
Performance (Exhibit "D"). The City may withhold from any monies payable on account of
services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days written notice to Contractor, except that where termination is
due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time, with or without cause, upon sixty (60) days written notice to City, except
that where termination is due to the fault of the City, the period of notice may be such shorter time
as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder except as may be specifically approved by the Contract
Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to
compensation for all services rendered prior to the effective date of the notice of termination and
for any services authorized by the Contract Officer thereafter in accordance with the Schedule of
Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3_
10
In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder_ In
the event of termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages), and City may withhold any payments to
the Contractor for the purpose of set-off or partial payment of the amounts owed the City as
previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorneys
fees shall include attorney's fees on any appeal, and in addition a party entitled to attorneys fees
shall be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8A Non-liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. The Contractor warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Discrimination, Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, marital status, national origin, or ancestry.
Xi
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P-O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it
should be addressed to the person at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
9.3 Integration: Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any,
between the parties, and none shall be used to interpret this Agreement. This Agreement may be
amended at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability- In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Coroorate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (in) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering
into this Agreement does not violate any provision of any other Agreement to which said party is
bound.
(Signatures on next page)
12
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the
date first written above-
CITY OF PALM SPRINGS
_ ATTEST: a municipal corporation
By: BY.:;
�
i Clerk City Manager
APPRov b OFORM: APPROVED BYCPiYCOfINCEC
By: / J
v
City Attom y
CON7RACT0 Check one: Individual—Partnership/Corporation
Corporations require tvm notarized signatures: One signature must be from the Chairman of Boa resident.or any Vice President.
The second signature must be from the secretary,Assistant Secretary,Treasurer,Assstant Treasurer or Chief Financial Officer).
By.
Name: 1 v^ �y�s t i S Name: 9 ✓1� �at�a� i yl
Title: V I ce, Title:
13
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California1
Country of 1-0c, >��el�
On J-L VIG 1-7a�101�5before me, J�553G� Ir°Y��S Gp� �esi [�I�1c�ry i�'ic4�d�G
Heie Insert Norte and TiAc of fhc Of4ccr
personally appeared
N rmc(*)of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the personi4 whose name% is/�p* subscribed to the
within instrument and acknowledged to me that
he/ A,W executed The same in hisl r/,Owt authorized
capacltyA), and that by his/pr/,i<r signature( on the
JEfE1CATORRESCORIES Instrument the person(', or the entity upon behalf of
Commission • 1744046 L which the person f acted, executed the instrument.
Notary Public-California
Los Angeles County I certify under PENALTY OF PERJURY under the laws
C0M R`b26f207 of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Place Notary Seal Ahovu Signs / 9naturc of Notary Public
OPTIONAL (/
Though the rnformahon below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reartachmenr of tht5 form to another document.
Description of Attached /Document 7�
Title or Type of Document: L 'k� O� rrI rn f?Ir�V-2r5 Cb ntra,i+ cSeYViG: yr�,ry1 c4-7+
Document Date: �LAVt!✓ �"�d� NumberofPages: Iolh��.e"�'1
Signer(s) Other Than Named Above: .. _
Capacity(ies) lS
Claimed bySigner(s)
Signer's Name: tJ I rr° V'nlrs Signer's Name:
LJ Individual ` ❑ Individual
Corporate Officer—Title(s): UiGfi`I'rP�ldt ❑ Corporate Officer—Title(s):
❑ Partner—❑ Limited ❑ General _ L] Partner—71 Limited ❑ Gener
❑ Attorney in Fact LJ Attorney in Fact -
❑ Trustee Top ui m°mb here 0 Trustee Top of thumb here
❑ Guardian or Conservator ❑ Guardian or C ervator
❑ Other: ❑ Other:
Signer Is Representing: Sign s Representing:
Asbut`NnViYD»'yy)Cvrhp
�P v_ I GGS
02007 National Notary AssociatIon-9350 De Soto Avc,P.O.2da 2402-Chatsworth,CA 91313-2a02-ww NabbMANomryor9 Itnm R5907 Reorder Cell Toll-Free 1-600-676-6227
CALIFORNIA ALL,-PURPOSE ACKNOWLEDGMENT
zcrvc+.v-----r•.�rwr..��.;,.
State of California
County of L_o5 �> e)�$
On �lutyC (� aObsS beforeme, �e55iCfv m �d�-(ti✓ pN�e� G
oat, m� Here Insert Name and TiUP of the Oflico
personally appeared 5hGtt'Iti
N�mcis)of S9neris)
who proved to me on the basis of satisfactory evidence to
be the personO6 whose name is/a�xdsubscribed to the
within instridment and acknowledged to me that
he/�T!f r executed the same in his/par 114r authorized
capaclty( and that by his/[>C( r signatul the
instrument the person . or the entity upon behalf of
dESSICA TORRES CORTES Which the person<acted, executed the instrument.
Commission # 1792046
Notary Public -California '
Los Angell County
€ 1 certify under PENALTY OF PERJURY under the laws
Cansn F b2A2D12 of the State of California that the foregoing paragraph is
true and correct.
WIT SS my hand and official seal.
Sig Lure
Place Notary Seel Above Drum of Nonry Public
OPTIONA
Though the Information below is not required by law, It may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document. D� R-tlwk rG�S l On g �YrIiGG r�gyylr r{`
Document Date: �GLyiz )"I rE� ��g d Number of Pages: f�h�e��
C
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: 'Ska�G V, Signer's Name:
❑ Individual 7Individual
yam'/Corporate Officer—Title(s). ❑ Corporate Officer—Title(s):
L7 Partner—❑ Limited LJ General _ LJ Partner—❑ Limited ❑ General
❑ Attorney in Fact ❑Attorney in Fact • -
❑ Trustee Top of tnwnn Hero ❑Trustee Top of thumb here
❑ Guardian or Conservator l Guardian or Conservator
❑ Other: 7 Other:
Slgncr Is Repre entiny: Signer Is Representing:
A5bwr1.l n✓tvvvlm
SGv✓1 Gc-S
02007Wt[mal Notary Assoclation-9350 De Solo Ave PC ecx2402•Chatsworth CA 91313-2402-wwNmPnofttaryortf Item115907 Reorder.Call Tell-Froc 1.80UM5327
EXHIBIT "A"
SCOPE OF SERVICES
The Contractor shall provide all services, including all supervision, labor, equipment and
materials and all other resources necessary for the proper collection, transportation,
disposal and/or destruction from the aforementioned facilities. Services which are
expected to be performed under this contract include, but are not limited to:
A. Response to spills, accidents or discoveries involving regulated materials.
B. Identification and characterization of materials through sampling, MSDS
search and review, and/or generator knowledge. This work would include
proper sampling protocol, documentation, chain-of-custody and submission
to an accredited laboratory for analysis.
C. Collection, inventory and containerization/lab packing of assorted materials-
D. Labeling/placarding and manifesting material for shipment.
E. Arranging proper disposal or recycling of material at an approved facility-
F. Transporting material, or arranging transport of material via a licensed and
bonded hauler. Hazardous waste haulers shall have an EPA transporter
identification number.
G. Delivery of material for disposal or recycling at a facility which has been
audited by the City or otherwise approved. The Contractor may be asked
to perform an environmental audit on behalf of the City, or assist the City in
an audit of a proposed disposal facility.
H. Recycling of spent or waste materials.
I. Tracking the shipment and disposal of materials.
J. Preparation of reports and project close-out packets, including disposal and
destruction documentation.
K. Preparation of forms and reports required to be submitted to regulatory
agencies. All forms and reports shall be submitted to the City for review
and approval. The City will forward these materials to the applicable
regulatory agency. The Contractor shall not forward any material directly to
a regulatory agency without prior City approval.
L, Providing technical guidance to the City on waste management issues.
M. .Proposing alternate process and/or waste management methods to
facilitate waste minimization where appropriate.
N. Services shall include furnishing all labor, equipment, materials, sampling,
analytical manifests, land disposal restriction forms, documentation,
containerization, labeling/placarding, transportation and disposal and/or
recycling of regulated materials.
Waste materials to be collected include, but are not limited to: liquids and solids contained
in separators connected to the apron draining system for the airport; 55 gallon waste oil
barrels; 55 gallon barrel containing waste runway crumb rubber and sand. Further
materials to be collected are liquids and solids contained in oil/water separator/clarifier
located behind Fleet Operations building; waste oil contained in 250 gallon tank located at
Fleet Operations building; waste antifreeze/coolant contained in 150 gallon tank at Fleet
Operations building; waste oil filters media-metal contained in 55 gallon drums located at
Fleet Operations building; empty 55 gallon fresh oil drums; waste lubricating synthetic oil
contained in one 250 gallon tank and one 500 gallon tank located at Cogeneration plants;
waste oil filters media-paper contained in 55 gallon drums located at each Cogeneration
plant; and liquid acids (all types) contained in 15 gallon drums.
14
Each time that waste oil barrels are collected, Contractor shall service the surrounding
secondary containment, including, but not limited to, collection of any materials contained
therein.
On an As Needed Basis: When the City identifies a waste that warrants removal, the City's
Contract Officer will contact Contractor to investigate the nature of the waste and provide
to the Contract Officer a quotation for the necessary collection, transportation, disposal
and/or destruction of the material. Contractor shall not engage in any work until a scope of
services and related compensation is reviewed and approved in writing by the City's
Contract Officer.
15
EXHIBIT "B"
SPECIAL REQUIREMENTS
Performance Bond —Waived.
16
EXHIBIT "C"
SCHEDULE OF COMPENSATION
ESTIMATED ESTIMATED
QUANTITY ANNUAL
UNIT PRICE PER YEAR COST
For Waste Oil
jincludinq Lubricatinq
ail from Co en :
Liquids 0.00 per gal 3,340 0.00
Service Fee 0.00 per pick up 20 0.00
For Waste Anti-Freeze
/Coolant
Liquid 0.00 per gal _ 190 0,00
Service Fee 0.00 per pick up 4 0.00
For Run WaV Crumb Rubber $211.000 per pick up
per 55 gallon drum $211.00
For Drained Used Oil
Filters
Filters 125.00 per 55 gal 12 $300.00
drum
Note: Price must include
replacement drums
For Oil/Water Separator
Waste
Liquids 0.57 per gal 7105 $4,049.85
Solids 0.00 per gal 182 0.00
Transportation Fee 1,355.20 *" 1 355.20
Note: Price must Include portal to portal
fuel surcharge
Note: "Based on estimated time spent
between City of Palm Springs and your
Individual drop off facility
Truck washout fee 1350.00 $350.00
per pick up
Note: "I Please estimate your
number of pick ups
TOTAL ANNUAL COMPENSATION: 16,266.05
FIXED ANNUAL RATE $6,266.04 X 3 YEARS=3 YEAR TOTAL OF $18,798.15
Note:YEARS 4 AND 5 WILL BE THE SAME FIXED RATE ADJUSTED(DECREASED OR INCREASED)AT THE
BEGINNING OF ANY SUCH RENEWAL PERIOD TO CORRESPOND WITH THE MOST RECENT ANNUAL
CHANGE TO THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS AS PUBLISHED BY THE U.S.
BUREAU OF LABOR STATISTICS FOR THE LOS ANGELES,ANAHEIM AND RIVERSIDE AREAS.
17
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
1. Term Of Contract: The term of this Contract will be for(3)three years from date of
award, with two (2) one (1) year renewal options upon mutual consent of the Contract
Administrator and the Contractor_
A. Option to Renew: At the sole discretion of the City, the Contract may be
renewed for two additional years or any portion thereof. If the City
exercises its option to extend, the unit prices shall be adjusted (decreased
or increased) at the beginning of any such renewal period to correspond
with the most recent annual change to the Consumer Price Index for All
Urban Consumers as published by the U.S. Bureau of Labor Statistics for
the Los Angeles, Anaheim and Riverside Areas.
Scheduling of Services: Services shall be provided on an as-required basis. All services
to be performed will be requested by and coordinated with the Fleet Operations Manager,
the Facilities Maintenance Manager, the Deputy Director of Aviation, Operations, or their
designees.
Estimated Frequency of Services. The estimated frequency of the services to be
performed, are outlined in Exhibit "C" above.
18
I
/ INVITATION FOR BID
IFB 08-04
May
FOR
COLLECTION, TRANSPORTATION, DISPOSAL AND/OR DESTRUCTION OF WASTE
MATERIALS
INDEX:
THIS INVITATION FOR BID CONSISTS OF THE FOLLOWING: PAGE
COVERSHEET............................ -------------------------------------------------------..................................... 1
CONTENTS............................. .........................2
NOTICEINVITING BIDS................................................................................................................ 3
BIDDER'S CHECK LIST................................................................................................................. 4
TERMS & CONDITIONS ............................................................................................... .. ........5-6
SCOPE OF WORK, SPECIFICATIONS, & SPECIAL CONDITIONS......................................... 7-10
BID PROPOSAUPRICING, PAGE 12 MUST BE MANUALLY SIGNED...................................11-12
AFFIDAVIT OF NON-COLLUSION ---- .. •• - • ................................................................ ..13
INFORMATION REQUIRED OF BIDDER................................................_----- --------- .......14-15
BID BOND FORM ............... ..........................16
.................................... ...... .... . .............................
EXHIBIT"A"- SAMPLE CONTRACT SERVICES AGREEMENT.........................____...........17-33
NO RESPONSIBILITY WILL ATTACH TO ANY OFFICER FOR THE PREMATURE OPENING
OF, OR THE FAILURE TO OPEN, A BID NOT PROPERLY ADDRESSED AND IDENTIFIED.
STREET ADDRESS:
Division of Procurement&Contracting
3200 Tahquitz Canyon Way, Palm Springs, CA 92262
DATE DUE: THURSDAY, MAY 15, 2008
TIME DUE: 2:00 P.M. LOCAL TIME
BIDDER'S NAME: Asbury _Environmental Services
ADDRESS: 1300 S. Santa Fe Avenue
Compton, CA// 9[=1
PHONE: 619 /7i S77k1- S�
SIGNATURE: —
2
Invitation for Bid (IFB)08-04
COLLECTION AND DESTRUCTION OF WASTE MATERIALS
BID PRICING
ESTIMATED ESTIMATED
QUANTITY ANNUAL
UNIT PRICE PER YEAR COST
For Waste Oil
(including Lubricating
oil from Coaen):
Liquids 0.00 per gal 3,340 0.00
Service Fee 0.00 per pick up 20 0.00
For Waste Anti-Freeze
/Coolant
Liquid 0.00 per gal 190 0.00
Service Fee 0.00 per pick up 4 0.00
For Run Way Crumb Rubber 211.00_ per pick up
per 55 gallon drum 21 1 .00
For Drained Used Oil
Filters
Filters 25.00 per 55 gal 12 300.00
drum
Note: Price must include
replacement drums
For OillWater Separator
Waste
Liquids 0-57 per gal 7105 4,049-85
Solids 0.00 per gal 182 0.00
Transportation Fee 1,355.20 1,355.20
NoW Price must Include portal to portal
fuel surcharge
Note: 'Based on estimated time spent
between City of Palm Springs and your
Individual drop off facility
Truck washout fee 350.00 350.00
per pick up
Note: * Plaase estimate your
number of pick ups
TOTAL ANNUAL COMPENSATION: $ 6,266.05
FIXED ANNUAL RATE $ A_2fiF na X 3 YEARS=3 YEAR TOTAL OF$ 18,798-15
Note: YEARS 4 AND 5 WILL BE THE SAME FIXED RATE ADJUSTED (DECREASED OR INCREASED)AT THE
BEGINNING OF ANY SUCH RENEWAL PERIOD TO CORRESPOND WITH THE MOST RECENT ANNUAL
CHANGE TO THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS AS PUBLISHED BY THE U.S.
BUREAU OF LABOR STATISTICS FOR THE LOS ANGELES,ANAHEIM AND RIVERSIDE AREAS.
11
Invitation for Bid (IFB) 08-0
COLLECTION, TRANSPORTATION, DISPOSAL
AND/OR DESTRUCTION OF WASTE MATERIALS
BID PRICING PAGE
The Bidder proffers this Bid with the understanding and agreement to begin full service by
at 8:00AM local time. It is further understood and agreed that any
Bid submitted in response to this Invitation for Bids may not be withdrawn until Ninety (90)
calendar days from the Bid Opening date and time.
Name of Bidder (Company/Firm): Asbury Environmental Services
Authorized Representative of Bidder(print Name and Title):
Stnau tt'crdnnn Prgsident
California State Business License Numbers(s) & Registrations(s): Non=Expiring Motor Carrier
Permit # 0000068; Hazardous Materials Transportation License # 36459; Hazardous
Materials Certificate of Registration # 062607 552 094P; Hazardous Waste Transporter
Registration # 0015; Contractors' State License Board # 731738
State Bidder availability for on-site problem resolution and /or City requested conferences in terms
of distance to be traveled or time to respond: 0n--site problem resol ut i on apQuze time
jSuutld not aYeead 24 hqura Account Mznapwe1 would be there within two hours.
Account Manager is Jerry Ratajesak.
� Authorized Signature: � Data:
� -o9
ADDENDUM ACKNOWLEDGMENT:
Proposer Firm Name: Asbury
7VA-x6 meuta7. Services
Authorized Signature:
Date: 5h4be t.
Acknowledgment of Receipt of Addendum _j_ is required by signing and returning a copy of this
addendum,with your response. Failure to acknowledge this Addendum may result in your bid
being deemed non-responsive.
12
NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY OFFEROR AND
SUBMITTED WITH PROPOSAL
State of California )
ss.
County of Los Angeles )
I. _Steve Kerdoon being first duly sworn, deposes and says that he or she
is_president _ of Asbury Environmental Svcs the party making the foregoing bid
that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company,
association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder
has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not
directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a
sham bid, or that anyone shall reFrain from bidding; that the bidder has not in any manner, directly or
indirectly,sought by agreement, communication, or conference with anyone to fix the bid price of the bidder
or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other
bidder, or to secure any advantage against the public body awarding the contract of anyone interested in
the proposed contract; that all statements contained in the bid are true; and,further, that the bidder has not,
directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or
divulged information or data relative thereto, or paid, and will not pay, any tee to any corporation,
partnership, company association, organization, bid depository, or to any member or agent thereof to
effectuate a collusive or sham bid.
BIDDER: yam. d"vironmental Services
BY:2
TITLE president
ORGANIZATION Asbmry Environmental Services
ADDRESS Santa Ye Avenue
Compton, CA 90221
State of California
County of Los Angeles
SUBSCRIBED AND SWORN TO BEFORE METHS 14th DAY OF ny 12008 .
by Steve Kerdoon, proved to me ou the basis of satisfactory evidence
to be the peroa o appeared efore me, Jessica Torres, Notary Public.
O7 RY PUBLI A OR SAID
CO TY AND STATE
MY COMMISSION EXPIRES: February 26, 2012 '"MCA TORRES CORTEZ
Commission N 1792046
Notary►u411C-California
Los Angeles County
1*Conm8* aFn624.9012 t
13
CITY OF PALM SPRINGS
COLLECTION,TRANSPORTATION AND DESTRUCTION OF WASTE MATERIALS
IFB 08.04
Information Required of Bidder
NO BID WILL BE CONSIDERED UNLESS THIS DOCUMENT IS COMPLETED IN FULL ALL
APPLICABLE ITEMS MUST BE FILLED OUT. Bidder is required to supply the following:
1. Contractor/Firm Name and Address
1300 S. Santa Fe Avenue, Compton, CA 90221
2_ Name and Title of person authorized to execute a contract for the firm:
Steve Kerdoon, President; Jim Ennis, Vice President; ramie Anderson,
General Manager; Jerry Ratajesak, Account Manager
3. Telephone Number: (619) 778-7015 „- (FAX) (760) 757-7030
4. E-mail address: irataiesak@asburyenv.com
5. Type of Firm: ❑ Individual ❑ Partnership ® Corporation ❑ Other
6. Corporation organized under the laws of the State of California
I
7, Business License No. 07002066 Expiration Date: 6/30/08
8. List at least five (5) current contracts/references which are similar to the requirements in
this IFB.
Contract$ Contract Account Name &Address Contact Person
Amount Term & Phone Number
a- 167,744.71 on-going Jiffy, Lube International Irene Turnbull-Nay
extended one more year P.O. Box 4361, Houston, TX 772.10 713-546-3885
b, 953,249.11 7 years Safety-Kleen Corp- Regina Vaughn
5403 Legacy Drive, Piano, TX 75024 972-265-2475
C, 564,92e-04 a, n-going EZ Luba, Inc, Jose Herrera
3506 U. Lake Center Dr. Ste B, San Ea Ana,CA 714-556-1312
d. 368 336-90 varies NTA-Na L•xo_politan Transportation AuL•hmrity Jamey Jimenez
Contracts `-
P-O- Box 512296, L.A., CA 90051 213-922-6811
e, 3,085,000.00 72 31/05 union Pacific Railroad Frank Nann
on goinf
various 1400 Douglas St, Stop 0750 Omaha NE 402-544-7227
contracts
7a
I
9. List the name, title, and telephone of the person ("Project Coordinator") who will
supervise full-time the work of this Contract for your firm.
Terry Rataiesak Account Manager. (619) 778-7015
10. Number of years in this type of business: 71 year.
11. Response Time, if applicable: For routine waste oil used anti-freeze or
used oil filter pick up it takes two to three business days for pick up.
For oil/water separator waste calls, three business days for pick up.
(USE THE SPACE BELOW AND ADDITIONAL PAGES IF NECESSARY)
i
I
i
z�
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of dos Angeles- —
On May 13, 2008-------- before me, Patricia L. Rowley. Notary Public-
Dale Hur.Irourl N.mu.rd Till..r the clfic.r
personally appeared Gail Kelch -----------------------------------------------------------------------------------------
Namn(;).f 81Onar(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose names) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
PATRICIA L. RowLEy I certify under PENALTY OF PERJURY under the laws
Commission,M 1629930 _ of the State of California that lLle-fOreZf0,nu raph is
Q01my
Notary Public-Cclifornld rCLG'`�n COr Z'Los Angeles Coyyn Comm,Expires Tan 10,20t0 WITNESS my hand an official seal. r�
PI.�.Nomry s..l Ab.�. Signature 0nmre of Nota,vP nllc
OPTIONAL
—7:
Though the information below Is nor required by law,It may prove vaurable fo persons relying on the document
and could prevent fraudulent removal and raatlachrrent of this form to another document.
Description of Attached Document
Title or Type of Document,-K,88QBij_eond_tc the_Qity_of Palm Springs--------------------------------------------------------
Document Date: May 13, 2008---------------------------------------------------- Number of Pages: One
Signer(s) Other Than Named Above: Signer(s)for Asbury Fnvlronmemal services
Capacity(ies) Claimed by Signer(s)
Signer's Name: Gail Kelch---------•-• -----• Sigrq s Name
IJ Individual ❑ Individual_
❑ Corporate officer—Title(s): LlCorporatedfficor—Title(s)•,•_„
❑ Partner—❑ Limited Ct General _ --_ ❑ Partner—❑ Lim�l ed`❑ General - - -
IR Attorney in Fact - ❑Attorney in Fact \
❑ Trustee Top of Ihwr'U bore, ❑Trustee Top of Thumb hole
❑ Guardian or Conservator l Guardian or Conservator
❑ Other: ❑Other.
Signer Is Representing' Travelers Signer Is e�esenting:-
Casualry and Surety Company of
America--.----•----------------------------
02007 Natlonel Notary Assocletlon•9350 Do Solo Ave PD Sox 2402•Ch.L•w.rlh CA 01313-24U^•v✓•+^ry NatlonalNMarycIG Ifem0590] Ruordur C.IlT.11•Fr..1.a0o-RT6-eRaT
WARNING'THIS POWER OF ATTORNEY IS III VALID WITHOUT THE RED 60RDER
7- STPAUL POWER OF XI' 'ORNEY
TRAVELERS Farmington Cnwa ty Company St.Pool Guardian Insurance Company
Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company
r Fidelity and Guarallly Insurance Underwriters,Inc. 'Irovelers Casually and Surety Company
Seaboard Surety Company 'Travelers Casually and Surely Company of America
St.Paul Fire and Marine insurance Company United Slate's Fidelity and Guaranty Company
Attorney-In Fact No. 216350 Certificate No- 000422609
KNOW AYJi Mb;N BY TIIESE PRESENT'S 711at Seaboard Surety Compnily is,i Uurpuratinn duly organized under the laws of the Stale of New York,rhar Sr Paul
Fire and Marioc losulance Company,St.P1ul Ctitlldlalh InsuranLO Company and SI.Paul Mcrcuiy Im.1111a0e Company arc corpnr:�lio�la'chdy orgun¢cd under dlc laws
of the State OF Mimlcsutn,that Farmington Casualty Company, I ravcicrs C,tSuadty and Surety Company,and Travulcr%Casually and Sotcly Company of America are
ourporatiom%duly orgmuacd under the laws of the Smte of Connecticut,r11a1 Llancd Staten Picichty and Guar,ln[y Company Is a cnrp0l'ali0a duly 07 amrcd under the
Ia1Wn of the State of Matyland,that I"idchty and Guatanty Insurance Compnnv is n corporation duly orennized under the Iuw%of the Stile of Iowa.and that PicicliTy and
Gu.ii Insurance Underwriters,Inc.i5 a enipointion cluly oruani1cd under rile LnwR of the Stulc of Wisconsin(herein collectively enlled the"Compaucti'),and That
the Companies do hereby make,comnlwc and npp0rm
Richard Adair, Gail Kelch, Patricia L. Rowley, and P. Bauer
of the City Of_G1Nrldale ,State of flalifnrnla ,Their True and lawful Arroiney(s)-in-Fact,
each m TIMI separaae capacity it more than one is named above,TO Rlgo.execu[e,scat and acknowledge ally and all bands,recognizancen,conditional under udzings and
other wnrings obligatory in the nature Thereof on behalf of the Companies in Tlicu busmew of gu t-goleeing the fidelity of persons,gtrtaameeug the pet for'minee of
contracts and executing or guaranteeing hoods and undertaking,rcgmrcd or pennntud in any actions or proceedings allowed by low,
I
IN WITNESS WH6R@OF,the Cumpaue%have coined This instrument to be signed'Mod their Corporate scaly to be I1CreTo affixed,this 1 l lh
day of May 2006
Farmington Casualty Company St.Paul Guardian Insurance Company
Fidelity and Guaranty ln5urance Company St.Paul Mercury Insurance Company
Fidelity and Guaranty Insurance Underwriters.Inc. Trawlers Casualty and Surely Company
Seaboard Surely Company Traveler%Caemlty and Surely Company of America
I
St-Paul Fire and Marine Insurance Compan, United Slalcs Fidelity and Guaranty Company
i
swryG "rsWb nu xs f tar °i tY
01,(F d',Wa JQ. �F a
ulcMtaftuFo 7 ua. ...-n•�n1, nrwrtn e'.^i l
x� w.' gp
ts6xCo 1977 7927 F^ ^r !^3 fi!` annrraao� lo'wmrew>. 5
r g 7957 ," � scnc,o, M coxu 3 calm. a tags
�4` 4�. a >- ..yr ,s„SxRL!z`% 'wee
rorNEw fA,Y� w+s'�l"nn� 1is-.7..Fn ��� f
State of GOI1neeTlenl 9y -
City of Hartford sR C ige W I ou,wn,Son r Vic Picsidua
On tea the I1th day of May _ 2006 , bi,fore me personally ippe,trud Gcorge W.Thompson, who acknowledged
himself to be the Senior Vice President of Funnmgton Casualty Company, Fidelity in([Cuahanly Insurance Company,Fidelity and Guammty Insurance Underwriters,
Inc„Seabo.ud Surety Company,Sr Paul Fire and Mar-inc Inmiiince Company,St.Paul Guardian lasunmcu Company,St.Pau]Mercury Imurince Company,Travelers
Casually and Surely Company,Travelers Casualty and Surety Colllpany of America,and United Staten FIdclity and Guaranty Company,and 0191 he,as such,being
authorized 5010 do,exeeptad the loregoing insuurricnt for the Purposes Therein Lora uncd by%igniog tin behalf of the corporations by himself as a duly authorized officer. r
In Witness Ulureof,I hercunto se[ply hard and ohl icml Renl. TM _ Q.M+�' C • �.. t�t�"'�'
My Conlnussron.uxprrc%the Mill day 01 June.2006. c j°UEU� * Mauc C levc uai,Nniary Public
'YItEDT'F'$
58440.9.05 Printed in U.S.A.
WARNING THIS POWER OF ATTORNEY IS INVALID WITHOUTTHE RED BORDER
WARNING THIS POWER OF ATTORNFY IS INVALID WITHOUTTHE RED BORDER
This Power of Auoniq is gmntcd under end by The nuthonty of the following resodLlOns adopwd by the Boards of Directors of f armirl Casualty Company,Fidelity
ind (ivaranl} hnsiln,mco Compare, fidelity and Guaranty Imurance Clndcrwntcrs.Inc.. Scahnard Surety Company. St. Paul Fire and Mal'nic Insurance Company,
St, Paul Guaidiail lilsul'onec Cnmp,uiy,St Paul Mercury In]Lnra11CO Company, fravulers Casunlry and Surety Company,Travelers Casually and Surety Company at
Amcrlca,and UnnLLll States Pldchty and Guainnly Company,which insolutlons are now ill Full foyer and clfccl.reading as follows:
RESOLVED,drat the Cllairalnn,the President,any Vicc ChmnmuT,day Executive Vice President,airy Senior Vice PMC"I(1CI11,any Vice President.any Second Vice
Picsi(Icnt,thu Truastnei,any Assistant Treasuret the Corporate Secnelai'y of any Assistant.SuCnell y Inny appoint Attorneys-in-Pact and AgeoTs to act for and on behalf
of The Company and nidy giviz such appointee Such vuhnnty d% his Orlhe COnilncate of audnuty may prescribe to sign wtT11 the Campany'n name and seal with dre
ds.Compviy's seal bon tecngnv1nccs,contrnm,Of indcnimty,and Other writings obligatory in the nxiiic of a band,recognizance,or condrtnunal undctiakmg and any
of Said nl'liccrs or the Buaid of❑iOcLors it any time Iniy remove an) sdeh appointee and revoke The power given him ui h3i'and it Is
PURT'HC,R RESOLVED thol the Chairman.the Ple+idant,any Va.e Chaitmin,'illy PXCLULTVe ViCC PI'CSI(ICTIL„Inv Suliot Vlcc President or any Vice President may
dClcgatc all Or any pint of tllc Imcpong authoiity to nnc or more uffuciS Of employees of Ibis COinpmly,provided drat cash such dulugatiun is in wi'inng and a copy
thereon'is filed in L11e 0It lee Ot the Sucrul,u y,,Ind IT Is
FURT14ER RESOLVED,That any hand.recognwancc,contract of indCnlnity,nr writing obligatory ill the nature of a bond,rccogmrancu,ur c.olldldnnal undertaking
%hall he l alid and binding upon the CompaTly when(a)signed by Lhe Precid=T,any Vic ClIMM1111,any ECCCutivu Vice President,any Senior Vice President or any Vice
Pi csidcm,auv SCCOrd Vice President.the Trcq%iircr,any Assistant Treisnrcr,the Corpti Secl'ctnry or tiny Asai+lank Secretary and duly lueSTi;d and scaled Mill file j
(:nllipall) s Swl by 1 Sarctary ci Asmsiam Secretary;or(b)duly cxecutcd(under teal.If icipiti Cd)by one or more Altai ncys-In-Pail and Agelirc pursuant to the )0%e'
prescribed in hiS of hcl' ccrtlCaate ui dreu Collificaes Of audicii1y OI' by one or mule Company officers punsuanT ro n written delegauon of eithonty; and it rc
i
FIIRTTIER RESOLVED that the siunamrc of each nl'thc following ofliccrs Prc ider 1.any Executive Vic President,any Scnnr Vice President,any Vice President,
any Assistant VICC PrcvdcnL,any Sccicl,ny,any Assistant Suuctmy, ind dre wad of the Company may be of ixcd by fncsimile to arty, powci of attorney or to any
certd'icatu rel,ttmg Iherato appoinuiig Rcmdcnr 'Vice Presidents.RWI(Ienl Assistant SeLILWI IC+or Attomeys-iln-Fdci fill'purposes only of mccuting and aLLCISUg boil(k
and uudontakulgS and other writings obligatory In the naLui4 Lhutcol,and any such puwei of ndnrney or cenifie,ae be ii ing such facemtile sigmilure ar fauimnl0 soar chill
be valid in(]hnchng upon the COnyl Illy and any such power so cwcutcd and cunlified by such fucmmdc>igilanlic and lacsimilu sail+hill he valid and binding on the
Company Ill The future with ICSpccr to any band or undwsmndng to which it is airwhcd.
I
I Kon MAnhansan.Lho Llndcl'si�ncd,A%sisL,mL SeeleTary,ol Farmington Casualty Company.Piduhty and Guaranty Insurance Company.Fidelity and Guaranty Insurance
Underwriters,Inc.. Seabond Surcty Company,ST Paul Fire and Marine Ingiimnee Company. ST Pall Guardian IMILNCu1CC Company, SI Paul Mercury Insurance
Connpany.TravcicS Cammlly and Surety Company,Travelers Casuallyland Surety Company of Americo,and United States Fidelity and Guaranty Company do hereby
ccnlly that die,d)OvC'Inc[to egong in a uue,old correct copy of dre PrnvcM of Aunrnuy uxuouted by end Companies.which is m full farce an(I elfcct Ind has not been
rcvnl:cd
I
IN TESTIMONY WEILIKEOF,I have hciemlm set my hand and affixed The seals of and Companies this 13th_day nF 11ay ,20Q8 .
T
ZSohvx Assistant S�usmry
enaua(n .q�sW1Y Me'? ��I:i""a"�q nN..'xs� ��ue en.'r'ree yu tiorrx EOtt'Ob
rA Mr.♦ d'+`W^�k8=5111
J * 4F ^ °°`'Fors °"tx: e c 4� III
t ` y
^� Ga hi ,`y ~ Sr �FoP_�'(:n� ^ l� L'O II
O tYxz o 1977 1927 .rat of NPmeoao�, aa'iumroro,l5{ N aim
g �Y b x early. f t89G
sy .na Lr 9�Y �cgs nFN a �" '
i
To verify dw uIlrhmTICITy nl'the,Power of Attorney,call 1-800-421�1880 nr cnntact US al www erpaultravelersbond coin Please refer to the Attorney-In-Fact number.
the abnvu-named indiVidulls and Lhi derails of the bond to which the powci'is attached I
I
I
WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER
ADDENDUM ACKNOWLEDGMENT:
Proposer Firm Name: Asbn Enaa&8nmental Services
Authorized Signature.
Date:
Acknowledgment of Receipt of Addendum 7 is required by signing and including the
acknowledgment with your response. Failure to acknowledge this Addendum may result in your
response being deemed non-responsive.
✓ �yh�5vti. � ,L
�gli�ngN
NOTICE INVITING BIDS (IFB 08-04)
FOR
COLLECTION, TRANSPORTATION, DISPOSAL AND/OR DESTRUCTION
OF WASTE MATERIALS
ADDENDUM NO. 1
This Addendum is being issued for the following changes and informational items.
THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE
SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED.IN THE
ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL
TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY
ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED
TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS.
CLARIFICATION OF INSTRUCTIONS TO PROPOSERS:
It is IMPERATIVE that you contact Cheryl Martin, Procurement Administrative Coordinator, via
email at Chervl.Martin(ftalmsgrinas-ca qov, to officially register as a Proposer for this specific
project with your company name, address, phone, fax, contact person and email address
Failure to officially register may result in not receiving addenda to the IFB. Note: You may also
register your firm in the Clty's on-line general vendor database system while on the website, but
you MUST still contact Cheryl Martin as instructed above to register as a proposer for this
specific IFB 08-02.
The following additions, clarifications and /or answers to bidders questions are hereby provided:
1. DISCARD page 11 of the original Invitation to Bid (Bid Pricing) and
REPLACE with page 11 attached hereto and made part of the original
Invitation to Bid.
2 Please send us your current pricing.
ANSWER. Liquids $0.75 gal; solids $3.15 gal, transport$71.00 per hour.
3. On page 8, it is mentioned that any oil in the secondary containment for
the drummed oil will need to be collected at the time of service. However,
the prior paragraph does not indicate any drums of oil. Is this referring to
the oil filters?
ANSWER: No we are not referring to oil filters. Reference in the
document is to secondary containment which may need to be cleaned up
at the time of an individual service if a spill occurred.
3. Bid Surety- 10% of bid amount. Is this for the annual total, or the 3 year total?
ANSWER: The Bid Bond is to be based on 10% of the total of the first 3
years of the agreement.
4. On page 7 you mention spill response. This service is not listed on your pricing
schedule. Also, continued on page 8 you don't have listed on your pricing
schedule collection and disposing of waste stream a: runway crumb rubber and
sand. How would you like this addressed?
ANSWER: As indicated in Item #1 above the Bid Pricing page has been
changed to reflect addition of the runway crumb rubber.
Further, with respect to the language referenced on Page 7 "response to
spills, accidents, or discoveries involving regulated materials", while the
City does not expect"spills or accidents"we do need to include the
possibility in the Scope of Work in the event such event occurs. Any work
to be performed with respect to spills or accidents would be quoted on a
case by case basis and does not need to be included in the final bid
pricing.
5 Also, on the pricing schedule, you have one line pricing for transportation. There
will be times that one of our smaller trucks will be sufficiently beneficial and cost
effective. How would you like to have transportation pricing addressed?
ANSWER: The information being requested is For a single applicable
transportation charge We do not expect that there would be a difference
in a flat transportation fee based on the size of the truck being utilized.
BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA
Mari Lynn B swell
Procurement Specialist I
DATE: M2y&, 2008
ADDENDUM AGKNOWLEDGMENT:
Proposer Firm Name:
Authorized Signature:
Date:
Acknowledgment of Receipt of Addendum 1 is required by signing and including the
acknowledgment with your response. Failure to acknowledge this Addendum may result in your
response being deemed non-responsive.
Invitation for Bid (IFB) 08-04
COLLECTION AND DESTRUCTION OF WASTE MATERIALS
BID PRICING
ESTIMATED ESTIMATED
QUANTITY ANNUAL
UNIT PRICE PER YEAR COST
For Waste Oil
(including Lubricating
oil from Coaen):
Liquids per gal 3,340
Service Fee per pick up 20
For Waste Anti-Freeze
/Coolant
Liquid per gal 190
Service Fee per pick up 4
For Run Way Crumb Rubber per pick up
per 55 gallon drum
For Drained Used Oil
Filters
Filters per 55 gal 12
drum
Note: Price must include
replacement drums
For Oil/Water Separator
Waste
Liquids per gal 7105
Solids per gal 182
Transportation Fee ..
Note: Price must Include portal to portal
fuel surcharge
Note: "Based on estimated time spent
between City of Palm Springs and your
Individual drop off facility
Truck washout fee +*
per pick up
Note: 'Please estimate your
number of pick ups
TOTAL ANNUAL COMPENSATION: $
FIXED ANNUAL RATE $ X 3 YEARS=3 YEAR TOTAL OF$
Note:YEARS 4 AND 5 WILL BE THE SAME FIXED RATE ADJUSTED (DECREASED OR INCREASED)AT THE
BEGINNING OF ANY SUCH RENEWAL PERIOD TO CORRESPOND WITH THE MOST RECENT ANNUAL
CHANGE TO THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS AS PUBLISHED BY THE U.S.
13UREAU OF LABOR STATISTICS FOR THE LOS ANGELES,ANAHEIM AND RIVERSIDE AREAS.
CITY OF PALM SPRINGS, CALIFORNIA
INVITATION FOR DID (IFB) 08-04
FOR
COLLECTION, TRANSPORTATION, DISPOSAL AND/OR DESTRUCTION
OF WASTE MATERIALS
May, 2008
MARI LYNN BOSWELL
PROCUREMENT SPECIALIST 1
760-323-8237
City of Palm Springs
Office of Procurement and Contracting
3200 East Tahquitz Canyon Way
Palm Springs, CA 92253-2743
1
INVITATION FOR BID
IFB 05-04
May 2008
FOR
COLLECTION, TRANSPORTATION, DISPOSAL AND/OR DESTRUCTION OF WASTE
MATERIALS
INDEX:
THIS INVITATION FOR BID CONSISTS OF THE FOLLOWING: PAGE
COVERSHEET...... .. .. ................................................................................................................ 1
CONTENTS ............................. —........... --- ---- .......................................................................2
NOTICE INVITING BIDS................................................................................................................ 3
BIDDER'S CHECK LIST.............................................................I.....I—.......................................... 4
TERMS & CONDITIONS ........................ ...... ........ ...... .............................................................5-6
SCOPE OF WORK, SPECIFICATIONS, & SPECIAL CONDITIONS......................................... 7-10
BID PROPOSAL/PRICING, PAGE 12 MUST BE MANUALLY SIGNED...................................11-12
AFFIDAVIT OF NON-COLLUSION .................................................................................... .........13
INFORMATION REQUIRED OF BIDDER................................................................................14-15
BIDBOND FORM .........................................................................................................................16
EXHIBIT "A" - SAMPLE CONTRACT SERVICES AGREEMENT.............................................17-33
NO RESPONSIBILITY WILL ATTACH TO ANY OFFICER FOR THE PREMATURE OPENING
OF, OR THE FAILURE TO OPEN, A BID NOT PROPERLY ADDRESSED AND IDENTIFIED.
STREET ADDRESS:
Division of Procurement & Contracting
3200 Tahquitz Canyon Way, Palm Springs, CA 92262
DATE DUE: THURSDAY, MAY 15, 2008
TIME DUE: 2:00 P.M. LOCAL TIME
BIDDER"S NAME:
ADDRESS:
PHONE:
SIGNATURE:
2
CITY OF PALM SPRINGS, CALIFORNIA
NOTICE INVITING BIDS
IFB 08-04
NOTICE IS HEREBY GIVEN that sealed Bids will be received at the Office of Procurement and
Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, CA, until Thursday, May 15, 2008
at 2:00 P.M. local time, at which date and time they will be publicly opened and read in the
Procurement and Contracting Office for the following:
Collection, transportation, disposal and/or destruction of waste materials at various City
locations in the City of Palm Springs. The work includes providing supervision, labor,
equipment and materials, and all other resources necessary for the proper collection,
transportation, disposal and/or destruction of waste materials from various locations at
City's sites for the duration of the contract period.
No Bid will be considered unless it is made on a bid form furnished by the City. Bids must be
submitted in sealed envelopes and either hand delivered at the address above, or mailed to: City
of Palm Springs, Procurement and Contracting Division, 3200 E. Tahquitz Canyon Way, Palm
Springs, California 92262.
The receiving time in the Procurement and Contracting Office will be the governing time for
acceptability of Bids. Telegraphic and telephonic Bids will not be accepted. It is the responsibility
of the Bidder to see that any Bid sent through the mail shall have sufficient time to be received by
the Procurement and Contracting Office prior to the Bid Opening Time. Late Bids will be returned
to the Bidder unopened.
Bid Documents and Specifications may be obtained from the Procurement Office by calling (760)
322-8373, or via the Internet at the following address: htto //www.palmsprings-ca.pov click on
"Departments" and go to "Procurement", "Open Bids".
NOTE: If you downloaded this bid via the internet at the address above, contact
Cheryl Martin, Procurement Administrative Coordinator, via email at
Cheryl.Mar-Un alms rin s-ca. ov. to be registered as a Bidder for this specific
bid. Failure to register as a Bidder for this bid may result in your firm not receiving
bid addenda. Failure to acknowledge addenda with your bid may cause your bid to
be considered non-responsive.
The City of Palm Springs reserves the right to reject any or all bids and to waive any informality or
technical defect in a bid.
rc_
Mari Lynn Bo ell
Procurement Specialist I
Date. April 30, 2008
CITY OF PALM SPRINGS, CALIFORNIA
INVITATION FOR BIDS NO. 08-04
BIDDER'S CHECK LIST
I GENERAL INSTRUCTIONS TO BIDDERS:
Bidders are advised that notwithstanding any instructions or inferences elsewhere in this
Invitation to Bid only the documents shown and detailed on this sheet need be submitted
with and made part of their Bid. Other documents may be required to be submitted after
the Bid opening time and date, but prior to Award. Bidders are hereby advised that failure
to submit the documents shown and detailed on this sheet MAY RENDER THE BID NON-
RESPONSIVE.
II REQUIRED DOCUMENTS FOR BID SUBMITTAL:
BIDS MAY NOT BE CONSIDERED if the following documents and/or attachments are not
completely filled out and submitted with the Bid.
NOTE: ONLY THOSE ITEMS MARKED BY AN "X" ARE REQUIRED.
X Index, Page 2, to the Invitation for Bids must be manually signed.
X Bid Proposal/Pricing, Page 12, must be manually signed.
X Erasures or other changes made to the Bid Proposal/Pricing Page must be initialed
by the person signing the Bid.
X Affidavit of Non-Collusion by Contractor form, Page 13, must be notarized and
signed by a Notary Public.
X Information Required of Bidders, including reference information, Pages 14-15,
must be completed.
X Bid Bond, Certified Check, Cashiers Check, Money Order or Cash shall be
submitted with the Bid in the amount indicated. Page 16 must be executed and
notarized as indicated, if applicable.
X All Addenda issued shall be acknowledged in the space provided on the Bid
Pricing page or by manually signing the Addenda sheet and submitting it prior to
the Bid Opening Time and Date.
4
CITY OF PALM SPRINGS
TERMS AND CONDITIONS
1. Bids must be submitted on Bid forms supplied by the Procurement & Contracting Office in
a sealed envelope showing on the outside the name of the Bidder, Bid title, Bid number
and date of opening.
2. Bids submitted may be withdrawn by written request received before the hour set for the
opening. After that time, Bids may not be withdrawn by the Bidder for a period of ninety
(90) days and at no time after award of Bid.
3. The City of Palm Springs reserves the right to reject the Bid of any Bidder who previously
failed to perform properly, or complete on time, agreements of similar nature, or to reject
the Bid of a Bidder who is not in a position to perform such an agreement satisfactorily.
4. The City of Palm Springs reserves the right to reject any or all Bids and to waive any
informality or technical defect in a Bid.
5. Bidder's signed proposal and written acceptance by the City shall constitute an
agreement.
6. Submission of a signed Bid will be interpreted to mean that Bidder has hereby agreed to
all the terms and conditions set forth in all of the sheets which make up this Invitation For
Bid.
7. The price quoted by the bidder in the proposal shall include any sales or use tax levied by
the California Revenue and Taxation Code, and shall be exclusive of Federal Excise
Taxes pursuant to the exemption of political subdivisions in the "Revenue Act of 1935" or
any other acts of Congress.
6. When discrepancies occur between unit prices and extended amounts the unit prices shall
govern.
9, Bidder will be required to file an Affidavit of Non-Collusion with their Bid. This shall be
Wined and sworn before a Notary Public with a commission in the State of California.
10. Successful Bidder will be required to be licensed in accordance with the Palm Springs
Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax,
11. NO BIDDER WILL BE ALLOWED TO OFFER MORE THAN ONE PRICE ON EACH ITEM
even though bidder may believe that two or more types will meet the specifications. If said
bidder should submit more than one price on any item, all prices for the item may be
rejected at the discretion of the City.
12, Basis of Award: The City reserves the right to award to the lowest responsive and
responsible bidder based on either a line item amount basis or total lump sum amount bid,
or to reject all bids, as it may best serve the interests of the City,
13. Successful Bidder will be required to meet all City insurance requirements. See Contract
Services Agreement (Exhibit "A"), section 5.0.
14. The decision of the Palm Springs City Council will be final.
5
QUESTIONS: Bidders are specifically directed NOT to contact any city employee,
commission member, committee member, council member, or other agency employee or
associate for any purpose related to this IFB other than as directed below. Contact with
anyone other than as directed below may be cause for rejection of a Bid.
AAn v questions, technical or otherwise, pertaining to this Invitation for Bid must be
submitted IN WRITING and directed ONLY to:
Mari Lynn Boswell, Procurement Specialist I
Procurement & Contracting Division
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, CA 92263-2743,
(760) 323-8237
Email: Mar!L nn,Boswell alms rin s-ca. ov
15. It is understood that the services offered by the Bidder will meet all requirements of the
specifications in this Invitation unless deviations therefrom are clearly indicated in an
attachment titled "Exceptions to Specifications" submitted and signed by Bidder's
authorized representative. In order for the Bid to be considered, an explanation must be
made for each item in which an exception is taken, giving in detail the extent of the
exception and the reason for which it is taken. The City of Palm Springs will be the sole
judge as to whether any deviations or exceptions will be approved or accepted.
G
CITY OF PALM SPRINGS, CALIFORNIA
INVITATION FOR BIDS NO. 08-04
SCOPE OF WORK SPECIFICATIONS AND SPECIAL CONDITIONS
FOR
COLLECTION, TRANSPORTATION, DISPOSAL
AND/OR DESTRUCTION OF WASTE MATERIALS
1. Scope of Work:
Purpose: The purpose of this Invitation to Bid (I1`13) is to solicit bids from qualified firms to
perform collection, transportation, disposal and/or destruction of waste materials at various
locations at the City of Palm Springs.
Background: The following City locations require collection of waste materials as follows:
Palm Springs City Yard, (Facilities Maintenance and Fleet Operations) two Cogeneration
plants and the Palm Springs International Airport.
Scope of Work: The Contractor shall provide all services, including all supervision, labor,
equipment and materials and all other resources necessary for the proper collection,
transportation, disposal and/or destruction from the aforementioned facilities. Services
which are expected to be performed under this contract include, but are not limited to:
A. Response to spills, accidents or discoveries involving regulated materials.
B. Identification and characterization of materials through sampling, MSDS
search and review, and/or generator knowledge. This work would include
proper sampling protocol, documentation, chain-of-custody and submission
to an accredited laboratory for analysis-
C. Collection, inventory and containerization/lab packing of assorted materials.
D. Label ing/placarding and manifesting material for shipment.
E. Arranging proper disposal or recycling of material at an approved facility.
F. Transporting material, or arranging transport of material via a licensed and
bonded hauler. Hazardous waste haulers shall have an EPA transporter
identification number-
G. Delivery of material for disposal or recycling at a facility which has been
audited by the City or otherwise approved. The Contractor may be asked
to perform an environmental audit on behalf of the City, or assist the City in
an audit of a proposed disposal facility-
H. Recycling of spent or waste materials.
I. Tracking the shipment and disposal of materials.
J. Preparation of reports and project close-out packets, including disposal and
destruction documentation.
K. Preparation of forms and reports required to be submitted to regulatory
agencies. All forms and reports shall be submitted to the City for review
and approval. The City will forward these materials to the applicable
regulatory agency. The Contractor shall not forward any material directly to
a regulatory agency without prior City approval.
L. Providing technical guidance to the City on waste management issues.
M. Proposing alternate process and/or waste management methods to
facilitate waste minimization where appropriate.
N. Services shall include furnishing all labor, equipment, materials, sampling,
analytical manifests, land disposal restriction forms, documentation,
7
containerization, labeling/placarding, transportation and disposal and/or
recycling of regulated materials.
Waste materials to be collected include, but are not limited to: liquids and solids contained
in separators connected to the apron draining system for the airport; 55 gallon waste oil
barrels; 55 gallon barrel containing waste runway crumb rubber and sand. Further
materials to be collected are liquids and solids contained in oil/water separator/clarifier
located behind Fleet Operations building; waste oil contained in 250 gallon tank located at
Fleet Operations building; waste antifreeze/coolant contained in 150 gallon tank at Fleet
Operations building; waste oil filters media-metal contained in 55 gallon drums located at
Fleet Operations building; empty 55 gallon fresh oil drums; waste lubricating synthetic oil
contained in one 250 gallon tank and one 500 gallon tank located at Cogeneration plants;
waste oil filters media-paper contained in 55 gallon drums located at each Cogeneration
plant; and liquid acids (all types) contained in 15 gallon drums.
Each time that waste oil barrels are collected, Contractor shall service the surrounding
secondary containment, including, but not limited to, collection of any materials contained
therein.
On an As Needed Basis: When the City identifies a waste that warrants removal, the City's
Contract Officer will contact Contractor to investigate the nature of the waste and provide
to the Contract Officer a quotation for the necessary collection, transportation, disposal
and/or destruction of the material Contractor shall not engage in any work until a scope or
services and related compensation is reviewed and approved in writing by the City's
Contract Officer.
2. Contract Manager(s): The Contract will be performed under the direction and
supervision of the following Contract Managers for their respective City facility location.
CONTRACT MANAGER DEPARTMENT PHONE NUMBER
Craig Toms Airport Operations 760-318-3845
Jan Anderson Facilities 760-323-8170
Position Vacant (TBD) Fleet TBD
Any reference to the Contract Manager in the contract shall mean the respective and
appropriate Contract Manager or his designated representative.
SPECIAL CONDITIONS:
1, Proiect Coordinator: The Contractor will be required to assign a Project Coordinator to
the Contract. This individual represents and has full authority to act for the Contractor and
shall be the City's key contact throughout the duration of the Contract. A space is
provided on the Information Required of Bidder page for the Project Coordinator to be
named with a telephone number for contact with the respective Contract Manager(s),
2. Bidder Qualifications: In order to be considered for award, each Bidder must submit
with their Bid the "Information Required of Bidder", pages 14-15, completed in full.
This Bid is intended for "all purpose" waste handling companies. "All-purpose" means the
company is capable of handling a wide variety of hazardous and non-hazardous wastes,
from possible characterization through proper disposal or recycling. This Bid is not meant
for companies which would serve as subcontractors to the all-purpose companies, or
companies specializing in particular waste streams.
8
for companies which would serve as subcontractors to the all-purpose companies, or
companies specializing in particular waste streams.
All waste management activities shall be performed in accordance with local, stale and
federal regulations. The Contractor shall obtain all necessary permits and licenses
required by local, state and federal agencies for carrying out the work.
The Contractor shall obtain appropriate approval as necessary from a disposal facility and
the applicable regulatory authority for the acceptance of a waste shipment. The
Contractor shall be responsible for manifest completion, tracking and reporting.
The Contractor shall carry sufficient pollution liability insurance ($1,000,000 minimum) to
cover the work expected to be performed under the contract.
3. Bid Security: Each bid must be accompanied by cash, a certified or cashier's check or
Bidder's bond on the prescribed form herein and made payable to the City of Palm Springs
in the amount of ten percent of the bid amount. Such guaranty shall be forfeited should
the Bidder to whom the Contract is awarded fail to furnish the required proof of insurance,
bonds and to enter into a contract with the City within the period of time specified in the
IFB documents. Securities may be substituted for retained funds, if applicable, per Public
Contract Code Section 22300,
4. Business License: The successful bidder will be required to be licensed in accordance
with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40
through 3.96, entitled "Business Tax".
5. Term Of Contract: The term of this Contract will be for (3) three years from date of
award, with two (2) one (1) year renewal options upon mutual consent of the Contract
Administrator and the Contractor.
A. Option to Renew: At the sole discretion of the City, the Contract may be renewed
for two additional years or any portion thereof. If the City exercises its option to
extend, the unit prices shall be adjusted (decreased or increased) at the beginning
of any such renewal period to correspond with the most recent annual change to
the Consumer Price Index for All Urban Consumers as published by the U.S.
Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas,
B. Contract Services Agreement: The successful bidder will be required to sign a
Contract Services Agreement in a form acceptable to the City. A sample of such
an Agreement is attached as an Exhibit "A" herein
C. Schedule of Work - The Contractor shall furnish to the City Representative a
detailed work schedule showing how the Contractor will accomplish the Contract
requirements. This work schedule shall indicate the number of personnel, tasks to
be performed by each person and the amount of time necessary to accomplish the
work. The schedule shall be kept throughout the duration of the Contract, and shall
be modified and re-submitted to the City Representative as required. Any work to
be performed not conforming to this schedule shall be approved by the City
Representative prior to such occurrence.
D. Adiustment of Services - The City reserves the right to reduce or increase, or
otherwise adjust the scope of services.
9
7. Payment: For all services which the Contractor is obligated to perform under the
Contract, the City shall pay to the Contractor per the quote provided by Contractor and set
out in Exhibit "C" of the Contract Services Agreement,
8. Award Of Bid: The Bid will be awarded to the lowest responsive and responsible Bidder
based on the unit prices submitted on the Bid Pricing Page of this document.
Responsibility of a bidder will be determined by the City based on each bidders experience
and references. The City will be the sole judge with respect to the responsiveness and
responsibility of each bidder.
9. Performance Bond: The requirement for a Performance Bond is hereby waived for this
Contract.
10,Time Is Of The Essence: Time is of the essence in performance of the work.
10
Invitation for Bid (IFB) 08-04
COLLECTION AND DESTRUCTION OF WASTE MATERIALS
BID PRICING
ESTIMATED ESTIMATED
QUANTITY ANNUAL
UNIT PRICE PER YEAR COST
For Waste Oil
(including Lubricating
oil from Cogen):
Liquids per gal 3,340
Service Fee per pick up 20
For Waste Anti-Freeze
/Coolant
Liquid per gal 190
Service Fee per pick up 4
For Run Way Crumb Rubber per pick up
per 55 gallon drum
For Drained Used Oil
Filters
Filters per 55 gal 12
drum
Note: Price must include
replacement drums
For Oil/Wator Separator
Waste
Liquids per gal 7105
Solids per gal 182
Transportation Fee
Note: Price must Include portal to portal
fuel surcharge
Note: **Based on estimated time spent
between City of Palm Springs and your
Individual drop off facility
Truck washout fee ***
per pick up
Note: ' *please estimate your
number of pick ups
TOTAL ANNUAL COMPENSATION: y
FIXED ANNUAL RATE $ X 3 YEARS =3 YEAR TOTAL OF$
Note:YEARS 4 AND 5 WILL BE THE SAME FIXED RATE ADJUSTED (DECREASED OR INCREASED)AT THE
BEGINNING OF ANY SUCH RENEWAL PERIOD TO CORRESPOND WITH THE MOST RECENT ANNUAL
CHANGE TO THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS AS PUBLISHED BY THE U.S.
BUREAU OF LABOR STATISTICS FOR THE LOS ANGELES,ANAHEIM AND RIVERSIDE AREAS.
11
Invitation for Bid (IFB) 08.04
COLLECTION, TRANSPORTATION, DISPOSAL
AND/OR DESTRUCTION OF WASTE MATERIALS
BID PRICING PAGE
The Bidder proffers this Bid with the understanding and agreement to begin full service by
at 8:OOAM local time. It is further understood and agreed that any
Bid submitted in response to this Invitation for Bids may not be withdrawn until Ninety (90)
calendar days from the Bid Opening date and time.
Name of Bidder (Company/Firm).
Authorized Representative of Bidder (print Name and Title):
California State Business License Numbers(s) & Registrations(s):
State Bidder availability for on-site problem resolution and /or City requested conferences in terms
of distance to be traveled or time to respond.
Authorized Signature: Date,
ADDENDUM ACKNOWLEDGMENT.-
Proposer Firm Name-
Authorized Signature:
Date:
Acknowledgment of Receipt of Addendum is required by signing and returning a copy of this
addendum with your response. Failure to acknowledge this Addendum may result in your bid
being deemed non-responsive.
12
NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY OFFEROR AND
SUBMITTED WITH PROPOSAL
State of California )
ss.
County of )
I, being first duly sworn, deposes and says that he or she
is of the party making the foregoing bid
that the bid is not made In the interest of, or on behalf of, any undisclosed person, partnership, company,
association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder
has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not
directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a
sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or
indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder
or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other
bidder, or to secure any advantage against the public body awarding the contract of anyone interested in
the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not,
directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or
divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation,
partnership, company association, organization, bid depository, or to any member or agent thereof to
effectuate a collusive or sham bid.
BIDDER:
BY:
TITLE
ORGANIZATION
ADDRESS
SUBSCRIBED AND SWORN TO BEFORE ME THIS DAY OF 20
NOTARY PUBLIC IN AND FOR SAID
COUNTY AND STATE
MY COMMISSION EXPIRES'
13
CITY OF PALM SPRINGS
COLLECTION, TRANSPORTATION AND DESTRUCTION OF WASTE MATERIALS
IFB 08-04
Information Required of Bidder
NO BID WILL BE CONSIDERED UNLESS THIS DOCUMENT IS COMPLETED IN FULL. ALL
APPLICABLE ITEMS MUST BE FILLED OUT. Bidder is required to supply the following:
1. Contractor/Firm Name and Address
2. Name and Title of person authorized to execute a contract for the firm:
3. Telephone Number: (FAX)
4. E-mail address:
5. Type of Firm: ❑ Individual ❑ Partnership ❑ Corporation ❑ Other
6. Corporation organized under the laws of the State of
7. Business License No. Expiration Date:
8. List at least five (5) current contracts/references which are similar to the requirements in
this IFB.
Contract $ Contract Account Name & Address Contact Person
Amount Term & Phone Number
a.
b.
c.
d.
e.
14
9. List the name, title, and telephone of the person ("Project Coordinator") who will
supervise full-time the work of this Contract for your firm:
10. Number of years in this type of business:
11. Response Time, if applicable.
(USE THE SPACE BELOW AND ADDITIONAL PAGES IF NECESSARY)
15
BID BOND
KNOW ALL MEN BY THESE PRESENTS,
That as
Principal, and
as Surety, are
held and firmly bound unto The City of Palm Springs, hereinafter called the "City" in the sum of
(state in words and figures):
for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors,
administrators, successors, and assigns, jointly and severally, firmly by these presents.
WHEREAS, said Principal has submitted a bid to said City to perform the Work required under the
bidding schedule(s) of the City's Contract Documents entitled:
IFB 08.04 COLLECTION, TRANSPORTATION DISPOSAL AND/OR DESTRUCTION OF
WASTE MATERIALS
NOW THEREFORE, if said Principal is awarded a contract by said City, and, within the time and
in the manner required in the "Notice Inviting Bids" and the "Instructions to Bidders" enters into a
written Agreement on the form of agreement bound with said Contract Documents and furnishes
the required Certificates of Insurance, then this obligation shall be null and void, otherwise it shall
remain in full force and effect. In the event suit is brought upon this bond by said City and City
prevails, said Surety shall pay all costs incurred by said City in such suit, including a reasonable
attorney's fee to be fixed by the court.
SIGNED AND SEALED this _day of 20
CONTRACTOR. SURETY:
(Check One:_individual,_partnership,_corporation)
By: By:
Signature
(NOTARIZED)
Print Name and Title: Title,
(SEAL AND NOTARIAL
ACKNOWLEDGMENT OF SURETY)
By:
Signature
(NOTARIZED)
Print Name and Title:
(Corporations require two Signatures;one from each of the tollowing
groups:A.Chairman of Board,President,or any vice President;
and 6 Secretary,Asst.Secretary,Treasurer,Asst Treasurer,or
Chief Financial Officer.)
16
EXHIBIT "A"
CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this day of , 20`, by and between the CITY OF PALM SPRINGS,
a municipal corporation, (herein "City") and , (herein
"Contractor"). The term Contractor includes professionals performing in a consulting capacity.
The parties hereto agree as follows.-
IX SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first Class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes
of this Agreement, the phrase "highest professional standards" shall mean those standards of
practice recognized by one or more first-class firms performing similar work under similar
circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of such proposal and this
Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service Is
rendered.
1.4 Licenses, Permits Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed
(b) has carefully considered how the services should be performed and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has, or will,
investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
17
• •
conditions, which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until acceptance
of the work by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties
agree to act in good faith to execute all instruments, prepare all documents and take all actions as
may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter
specified, neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000: whichever is less, or in the time to perform of up to one hundred eighty (180) days may
be approved by the Contract Officer. Any greater increases, taken either separately or
cumulatively must be approved by the City Council. It is expressly understood by Contractor that
the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the
risk that the services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Contractor anticipates and that Contractor shall not be entitled to additional
compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit "B" and incorporated herein by this reference In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions in Exhibit "B"
shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of ($ ) (herein "Contract Sum"), except as
provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon
completion, (ii) payment in accordance with the percentage of completion of the services, (iii)
payment for time and materials based upon the Contractor's rates as specified in the Schedule of
Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be
specified in the Schedule of Compensation. Compensation may include reimbursement for actual
and necessary expenditures for reproduction costs, telephone expense, transportation expense
approved by the Contract Officer in advance, and no other expenses and only if specified in the
Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all
project meetings reasonably deemed necessary by the City, Contractor shall not be entitled to any
18
additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (1") working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of
the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day
of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto
as Exhibit "D", if any, and incorporated herein by this reference. When requested by the
Contractor, extensions to the time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
3.3 Force Maleure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Contractor shall within ten (10) days of the commencement of such delay
notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified, The Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor's sole remedy being
extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit "D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor
authorized to act in its behalf with respect to the work specified herein and make all
decisions in connection therewith:
79
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City.
42 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of
the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily
or by operation of law, whether for the benefit of creditors or otherwise, without the prior written
approval or City. Transfers restricted hereunder shall include the transfer to any person or group
of persons acting in concert of more than twenty five percent (25%) of the present ownership
and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event
of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting proposals or by sending requests for
proposals to selected Local Subcontractors. The City may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor. Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2,
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. City shall have no
voice in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours or service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. City shall not in any way or for any
20
purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint
venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS.
5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, the insurance described herein for the
duration of this Agreement, including any extension thereof, or as otherwise specified herein,
against claims which may arise from or in connection with the performance of the Work hereunder
by Contractor, its agents, representatives, or employees. In the event the City Manager
determines that the Work or Services to be performed under this Agreement creates an increased
or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the
insurance policies may be changed accordingly upon receipt of written notice from the City
Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best
rating drops below the levels specified herein. Except as otherwise authorized below for
professional liability (errors and omissions) insurance, all insurance provided pursuant to this
Agreement shall be on an occurrence basis. The minimum amount of insurance required
hereunder shall be as follows:
a) Commercial General Liability Insurance. Contractor shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of commercial
general liability insurance written on a per occurrence basis with a combined single
limit of at least one million dollars ($1,000,000.00) and two million dollars
($2,000,000.00) general aggregate for bodily injury and property damage including
coverage's for contractual liability, personal injury, independent contractors, broad
form property damage, products and completed operations.
b) Workers' Compensation Insurance. Contractor shall obtain and maintain, in full
force and effect throughout the term of this Agreement, workers' compensation
insurance in at least the minimum statutory amounts, and in compliance with all
other statutory requirements, as required by the State of California. Contractor
agrees to waive and obtain endorsements from its workers' compensation insurer
waiving subrogation rights under its workers' compensation insurance policy
against the City and to require each of its subcontractors, if any, to do likewise
under their workers' compensation insurance policies. If Contractor has no
employees, Contractor shall complete the City's Request for Waiver of Workers'
Compensation Insurance Requirement form.
c) Business Automobile Insurance. Contractor shall obtain and maintain, in full force
and effect throughout the term of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the
amount of one million dollars ($1,000,000.00) bodily injury and property damage.
The policy shall include coverage for owned, non-owned, leased, and hired cars.
d) Employer Liability Insurance. Contractor shall obtain and maintain, in full force and
effect throughout the term of this Agreement, a policy of employer liability
insurance written on a per occurrence basis with a policy limit of at least one million
dollars ($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-
Insured retentions must be declared to and approved by the City Manager prior to commencing
any work or services under this agreement. Contractor guarantees payment of all deductibles
and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions
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in excess of $10,000, and the City Manager may require evidence of pending claims and claims
history as well as evidence of Contractor's ability to pay claims for all deductible amounts and
self-insured retentions proposed in excess of$10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to
the insurance policies required of Contractor pursuant to this Agreement:
5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary
insurance as respects City and its officers, council members, officials, employees,
agents, and volunteers. Any insurance or self-insurance maintained by the City
and its officers, council members, officials, employees, agents, and volunteers
shall be in excess of Contractor's insurance and shall not contribute with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to City and its officers,
council members, officials, employees, agents, and volunteers.
5.3.3 All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to each insured, including
additional insured's, against whom a claim is made or suit is brought to the full
extent of the policies. Nothing contained in this Agreement or any other agreement
relating to the City or its operations shall limit the application of such insurance
coverage.
5.3.4 None of the insurance coverage's required herein will be in compliance with these
requirements if they include any limiting endorsement which substantially imo�irs
the coveraq.e's set forth herein (e.g., elimination of contractual liability or reduc'tlon
of discovery period) unless the endorsement ha_s first been submitted to theme
ManagpLapd anoroved in writin .
5.3,5 Contractor agrees to require its insurer to modify insurance endorsements 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 endorsements Certificates
of insurance will not be accepted in lieu of required endorsements, and submittal of
certificates without required endorsements may delay commencement of the
Project. It is Contractor's obligation to ensure timely compliance with all insurance
submittal requirements as provided herein.
5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved
with the Project who are 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 the City for review.
5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Contractor of non-compliance with any insurance requirement
in no way imposes any additional obligations on the City nor does it waive any
rights hereunder in this or any other regard.
5.3.8 Contractor shall provide proof that policies of insurance required herein expiring
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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. Endorsements as required in this
Agreement applicable to the renewing or new coverage shall be provided to City no
later than ten (10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance 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.
5.3,10 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.
5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the Work performed under this Agreement and for any
other claim or loss which may reduce the insurance available to pay claims arising
out of 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, or to reduce or dilute insurance available for
payment of potential claims.
5.3.12 Contractor agrees that the provisions of this section shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for
the payment of damages resulting from the Contractor's activities or the activities
of any person or person for which the Contractor is otherwise responsible
5.4 Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or
better, unless such requirements are waived in writing by the City Manager or his designee due to
unique circumstances.
5.5 Verification of Coverage. Contractor shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements, affecting
all of the coverage's required by this Agreement. The certificates and endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All proof of
insurance is to be received and approved by the City before work commences. City reserves the
right to require Contractor's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and Omissions
and Workers' Compensation policies.
Verification of Insurance coverage may be provided by- (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the following
endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured..."("as respects City of Palm Springs Contract No.—"or "for any and all work
performed with the City"may be included in this statement).
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2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No.—" or "for any
and all work performed with the City' may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."
Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not acceptable
and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents,
and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies. All certificates of insurance and endorsements are to be
received and approved by the City before work commences. All certificates of insurance must be
authorized by a person with authority to bind coverage, whether that is the authorized
agent/broker or insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
5.6 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in
the form provided by the City, which secures the faithful performance of this Agreement, unless
such requirement is waived by the Contract Officer. The bond shall contain the original, notarized
signature of an authorized officer of the surety and affixed thereto shall be a certified and current
copy of his power of attorney. The bond shall be unconditional and remain in force during the
entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.7 Sufficiency of Insurer or SuretX. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A" or better in the most recent edition of Best 's Key Rating Guide or in the Federal
Register, unless such requirements are waived by the City Manager or designee of the City
Manager due to unique circumstances. In the event the City Manager determines that the work or
services to be performed under this Agreement create an increased or decreased risk of loss to
the City, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by this Section 5 may be changed accordingly upon receipt of written
notice from the City Manager or designee; provided that the Contractor shall have the right to
appeal a determination of increased coverage by the City Manager to the City Council of City
within ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly
concerned about the cost of work and services to be performed pursuant to this Agreement. For
this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances,
techniques, or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project
being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,
24
technique or event and the estimated increased or decreased cost related thereto and, if
Contractor is providing design services, the estimated increased or decreased cost estimate for
the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business
hours of City, including the right to inspect, copy, audit and make records and transcripts from
such records. Such records shall be maintained for a period of three (3) years following
completion of the services hereunder, and the City shall have access to such records in the event
any audit is required
6.3 Ownership of„Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be delivered to City
upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall
have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without specific
written authorization by the Contractor will be at the City's sole risk and without liability to
Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom.
Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting
therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer,
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,
or any other appropriate court in such county. Contractor covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party, in writing, of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8.
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7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (1) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for
any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may
be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to
perform Contractor's obligation under this Agreement. In the event that any claim is made by a
third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall
exist which shall appear to be the basis for a Claim of lien, City may withhold from any payment
due, without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided
herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and
shall pay to the City the sum of ($ 100.00 ) as liquidated damages for each working day of
delay in the performance of any service required hereunder, as specified in the Schedule of
Performance (Exhibit "D"). The City may withhold from any monies payable on account of
services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for Cause. The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days written notice to Contractor, except that where termination is
due to the fault of the Contractor, the period or notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time, with or without cause, upon sixty (60) days written notice to City, except
that where termination is due to the fault of the City, the period of notice may be such shorter time
as the Contractor may determine. Upon receipt or any notice of termination, Contractor shall
immediately cease all services hereunder except as may be specifically approved by the Contract
Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to
compensation for all services rendered prior to the effective date of the notice of termination and
26
for any services authorized by the Contract Officer thereafter in accordance with the Schedule of
Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3.
In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In
the event or termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages), and City may withhold any payments to
the Contractor for the purpose of set-off or partial payment or the amounts owed the City as
previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's
fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees
shall be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
8.1 Non-liability of City Officers and Em to ees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. The Contractor warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
27
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it
should be addressed to the person at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any,
between the parties, and none shall be used to interpret this Agreement. This Agreement may be
amended at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Corporate Authority, The persons executing this Agreement on behalf of
the parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering
into this Agreement does not violate any provision of any other Agreement to which said party is
bound.
(Signatures on next page)
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0
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the
date first written above.
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By: By.
City Clerk City Manager
APPROVED AS TO FORM:
By:
City Attorney
CONTRACTOR: Check one:—individual_Partnership_Corporation
Corporations require two notarized signatures: One signature must be from the Chairman of Board, President,or any Vice President
The second signature must be from the Secretary Assistant Secretary Treasurer,Assistant Treasurer, or Chief Financial Officer)
By, By
Name: Name:
Title: Title:
29
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
32
VENDORS & AMOUNTS BID VENDORS & AMOUNTS BID
BID ABBTBACT �c
DUE
ID � (9Q -OSk DATE: .
IDDING TO:
UANTITY COMMODITY ITEM
thud b
�3�lG.so