07-21-2020 - AGENDA ITEM 19 CONSIDERATION OF AGREEMENT FOR BUS SHELTER MAINTENANCE11/30/2020
Print Staff Report
AGENDA ITEM NO. 19
DATE: July 21, 2020
TO: Mayor and City Council
FROM: David Carmany
City Manager
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
SUBJECT: CONSIDERATION OF AGREEMENT FOR BUS SHELTER MAINTENANCE
RECOMMENDATION:
It is recommended that the City Council take the following actions:
1. Approve, by a majority vote of the entire City Council, dispensing with formal bidding procedures and
requirements in connection with the procurement of bus shelter maintenance services, in accordance
with the requirements of Section 2-330(b) of the West Covina Municipal Code and Section 19404 of the
California Welfare and Institutions Code.
2. Authorize the City Manager to negotiate and execute an agreement with Valley Light Industries, for an
initial tern of three (3) years, with two (2) optional one (1) year extensions, in an amount not -to -exceed
$72,956 annually, for the weekly cleaning of City -owned bus shelters, in a form approved by the City
Attorney; and
3. Authorize the City Manager to exercise the extension options.
BACKGROUND:
On March 24, 2016, staff issued a Request for Proposals (RFP) for power washing and/or steam cleaning,
including general cleaning at and around 100 City -owned bus shelters. The scope of work included weekly
general power washing and/or steam cleaning services at the City -owned bus shelters.
At the June 21, 2016 City Council Meeting, the City Council awarded a one (1) year contract with three (3)
one-year extensions to Valley Light Industries, Inc. (VLI) for power washing and cleaning at and around City -
owned bus shelters.
VLI has been a longtime service provider for cleaning and power washing of the City -owned bus shelters. VLI
is a non-profit agency that has been providing vocational rehabilitation services in the area to adults with
developmental disabilities since 1970. The program initially trains clients in a workshop environment where
basic vocational skills, work habits and characteristics of a good employee are taught. When a client is ready
for community employment, they are referred to VLI's "Supported Employment Program," which finds
employers interested in incorporating this sector of the community into their workforce. The Supported
Employment Program places either an individual worker or a group of workers in a job with ongoing support
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of the policies shall not affect coverage provided to the City of West Covina,
its officers, officials, agents, employees, and volunteers.
(f) Coverage Applies Separately: The Consultant's insurance shall apply
separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a
deductible or self -insured retention to provide such coverage, the amount of such deductible or
self -insured retention shall be approved in advance by City. The City may require the Consultant
to purchase coverage with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The policy
language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied
by either the named insured or City.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance
showing the insurance coverages and required endorsements described above, in a form and
content approved by City, prior to performing any services under this Agreement. The City
reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the
indemnification provision contained in this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by the
parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives and agreements on behalf of the City, called for by this Agreement, except as otherwise
expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Consultant called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Ivan Campos, who shall coordinate directly with
City. Any substitution of key personnel must be approved in advance in writing by City's
Representative.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed
in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such
communication shall be deemed served or delivered: a) at the time of delivery if such
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communication is sent by personal delivery; b) at the time of transmission if such communication
is sent by facsimile or by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the
official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Valley Light Industries
City of West Covina
5360 N Irwindale Ave.
1444 W Garvey Ave. South
Irwindale, CA 91790
West Covina, CA 91790
Tel: 626-337-6200 x130
Tel: 626-939-8494
Email:
Email:
icampos(a)valleylightind.org
kmcdonald(a)westcovina.org
Attn: Ivan Campos Attn: Kelly McDonald
6.5 Attorneys' Fees. If litigation is brought by any party in connection with this
Agreement, each party shall be responsible for its own costs and expenses, including attorneys'
fees.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los
Angeles County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall
be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant
of Consultant's obligation to perform all other obligations to be performed by Consultant
hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify,
hold free and harmless the City, its elected and appointed officials, officers, agents and
employees, at Consultant's sole expense, from and against any and all claims, demands, actions,
suits or other legal proceedings brought against the City, its elected and appointed officials,
officers, agents and employees arising out of the performance of the Consultant, its employees,
and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The
defense obligation provided for hereunder shall apply without any advance showing of negligence
or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be
required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors,
omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors,
and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected
and appointed officials, officers, agents and employees based upon the work performed by the
Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or
not the Consultant, its employees, and/or authorized subcontractors are specifically named or
otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable
for the defense or indemnification of the City for claims, actions, complaints or suits arising out of
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the sole active negligence or willful misconduct of the City. This provision shall supersede and
replace all other indemnity provisions contained either in the City's specifications or Consultant's
Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City. Consultant shall have no power to incur
any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Consultant or any of
Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time,
or in any manner, represent that it or any of its or employees are in any manner agents or
employees of City. Consultant shall secure, at its sole expense, and be responsible for any and
all payment of Income Tax, Social Security, State Disability Insurance Compensation,
Unemployment Compensation, and other payroll deductions for Consultant and its officers,
agents, and employees, and all business licenses, if any are required, in connection with the
services to be performed hereunder. Consultant shall indemnify and hold City harmless from any
and all taxes, assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. Consultant further agrees to
indemnify and hold City harmless from any failure of Consultant to comply with the applicable
worker's compensation laws. City shall have the right to offset against the amount of any fees due
to Consultant under this Agreement any amount due to City from Consultant as a result of
Consultant's failure to promptly pay to City any reimbursement or indemnification arising under
this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to
Consultant's performance or services rendered under this Agreement, Consultant shall render
any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be
and remain the sole property of City. Consultant agrees that any such documents or information
shall not be made available to any individual or organization without the prior consent of City. Any
use of such documents for other projects not contemplated by this Agreement, and any use of
incomplete documents, shall be at the sole risk of City and without liability or legal exposure to
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Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses,
and expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete documents
furnished by Consultant. Consultant shall deliver to City any findings, reports, documents,
information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes
or any other related items as requested by City or its authorized representative, at no additional
cost to the City. Consultant or Consultant's agents shall execute such documents as may be
necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Electronic Safeguards. Consultant shall identify reasonably foreseeable internal
and external risks to the privacy and security of personal information that could result in the
unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.
Contractor shall regularly assess the sufficiency of any safeguards and information security
awareness training in place to control reasonably foreseeable internal and external risks, and
evaluate and adjust those safeguards in light of the assessment.
6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant
is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest
Statement (Form 700) with the City Clerk, for each employee providing advice under this
Agreement, prior to the commencement of work, unless waived by the City Manager.
6.15. Conflict of Interest. Consultant and its officers, employees, associates and
subconsultants, if any, will comply with all conflict of interest statutes of the State of California
applicable to Consultant's services under this agreement, including, but not limited to, the Political
Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections
1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest
in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree
with the performance of the services hereunder, including in any manner in violation of the Political
Reform Act. Consultant further covenants that in the performance of this Agreement, no person
having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing any
services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s)
and/or partnership(s) owning property in the City and further covenants and agrees that
Consultant and/or its subconsultants shall provide no service or enter into any agreement or
agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s)
owning property in the City prior to the completion of the work under this Agreement.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any
of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent
this Agreement incorporates by reference any provision of any document, such provision shall be
deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and
conditions of this Agreement and those of any such provision or provisions so incorporated by
reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation
and negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
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6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of City and Consultant and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.21. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.22. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.23. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the offending
provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement,
based upon the substantial benefit of the bargain for any party, is materially impaired, which
determination made by the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith negotiations.
6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement. Counterpart written signatures may be
transmitted by facsimile, email or other electronic means and have the same legal effect as if they
were original signatures.
6.25. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
6.26 Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal
Revenue Service.
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Valley Light Industries
Form Revised April 2020
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their respective authorized officers, as of the date first above written.
CITY OF WEST COVINA,
A municipal corporation
Date:
David Carmany
City Manager
CONSULTANT
Date:
Sage Newman
Chief Executive Officer
Date:
Ivan Campos
Director of Operations
ATTEST:
Lisa Sherrick
Assistant City Clerk
APPROVED AS TO FORM:
Date:
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
Date:
Helen Tran
Human Resources and Risk Management
Director
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Form Revised April 2020
Valley Light Industries
EXHIBIT A
SCOPE OF SERVICES
BUS SHELTER CLEANING SERVICES
Contractor shall clean the bus shelters and surrounding area as specified herein with special
attention to maintain them free of litter, debris and graffiti.
A. WORKMANSHIP: Work shall be performed by competent workers, trained in bus shelter
cleaning procedures and product use. Contractor shall notify the City's Contract Officer of any
shelter damage.
B. INSPECTION BY THE CITY: The Contract Officer will inspect the quality and completeness
of the Contractor's work and report any deficiencies to the contractor. The contractor will have
weekly meetings with the city representation and monthly meetings with the Contract Officer.
C. SCOPE OF WORK: The work shall consist of furnishing of all labor, materials, equipment,
traffic control, and incidentals necessary to thoroughly clean all parts of bus shelter and
surrounding areas as described herein, including but not limited to.
SUPPLIES AND EQUIPMENT
The contractor shall provide all supplies: to carry out the cleaning and disinfecting
operations within this contract and shall meet the standards of the Federal Occupational
Safety and Health Act and Cal OSHA. The contactor shall submit a written list of all supplies
(i.e. cleaners, disinfectants, etc.) with attached Material Safety Data Sheets (MSDS) intended
for use for approval by the City of West Covina. Adequate quantities of properly labeled
supplies (minimum of two weeks inventory) must be on -hand to perform cleaning at all times.
Contractor to provide an estimated monthly usage along with an estimated monthly cost of
supplies.
The contractor shall provide all equipment: to carry out cleaning operations. All equipment
must be in good working order and ready for inspection. In case of equipment breakdown,
forty-eight (48) hours repair or replacement time shall be allowed.
CLEANING STANDARDS. GENERAL
The following cleaning standards shall provide well -maintained, safe and clean bus shelter
facilities at all times.
Trash Receptacles (Standard and Big Belly) - Outside of the container shall be cleaned and
disinfected, Containers shall appear visibly and uniformly clean. This shall include the
elimination of streaks, foodstuff, markings and stains.
Shelters and Benches - Shall be free of dust, dried soil, soil, gum, spots, stains and other
debris. This shall include the elimination of dust streaks, lint, standing water, cleaner residue
and film.
Concrete Slab- Contractor shall pick up all trash and litter within a ten -foot radius of the bus
stop, excluding the street. Shall be free of dust, dried soil, soil, gum, spots, stains and other
debris. This shall include the elimination of dust streaks, lint, standing water, cleaner residue
and film.
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EXHIBIT B
FEE SCHEDULE
The City of West Covina currently has 100 bus shelters.
Pricing for this proposal shall include all applicable taxes, labor, equipment, materials, tranffic
controls, and travel necessary to provide a safe, clean, and attractive passenger environment.
DESCRIPTION
UNIT
COST
QUANTITY
FREQUENCY
ANNUAL
COST
PRESSURE WASHING
$ 14.03
100
52
$ 72,956
INCLUDING GENERAL
CLEANING (Weekly Service as
described in Project Schedule -
Exhibit C
TOTAL
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EXHIBIT C
PROJECT SCHEDULE
Weekly
1. Power Wash and disinfect bus shelters, benches and exterior trash receptacles
(standard and big belly).
2. Sweep and remove all debris within a 10-foot radius of shelter, excluding the street.
3. Clean and remove any debris including gum, grease and stains.
4. Power wash and /or steam clean entire area around bus shelters within a 10-foot radius,
including shelter and bench. Wipe dry the bus shelter.
Monday
1. Northbound Puente at Sunset
2. Westbound Puente at Sunset
3. Westbound Puente at Nora
4. Southbound Sunset at Rowland
5. Southbound Sunset at Workman
6. Northbound Sunset at Workman
7. Eastbound West Covina Parkway at Toluca
8. Southbound Sunset at Durness
9. Northbound Sunset at Durness
10. Northbound Sunset at Farlington
11. Northbound Sunset at Merced
12. Northbound Sunset at Cameron
13. Northbound Sunset at West Covina Parkway
14. Northbound Sunset at Plaza Drive
15. Westbound West Covina Parkway at California (2-shelters)
16. Eastbound West Covina Parkway at California (2-shelters)
17. Southbound Glendora at Cameron
18. Northbound Glendora at Cameron
19. Southbound Glendora at Michelle
20. Northbound Glendora at Michelle
21. Westbound Rowland at Azusa
22. Eastbound Workman at Eastland Mall
23. Eastbound 1-10 fwy at Azusa
24. Westbound 1-10 fwy at Azusa
Tuesday
1. Westbound West Covina parkway at Fashion Plaza (2-shelters)
2. Eastbound West Covina Parkway at Sunset
3. Eastbound West Covina Parkway at Fashion Plaza Way
4. Southbound Barranca at North Garvey (2-shelters_
5. Southbound Amer at Azusa
6. Northbound Amer at Azusa
7. Westbound West Covina Parkway at Toluca (2-shelters)
8. Southbound Sunset at Civic Center (2-shelters)
Wednesday
1. Northbound Azusa at Cortez
2. Northbound Citrus and Cortez
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3. Westbound Cameron at Montezuma
4. Westbound Hollenbeck at Cameron
5. Westbound Cameron at Azusa
6. Westbound Cameron at Lark Ellen
7. Northbound Valinda at Summer Place
8. Northbound Valinda at Maplegrove
9. Northbound Valinda at Cameron
10. Westbound Cameron at Fernwood
11. Westbound Francisquito at Tonopah
12. Westbound Francisquito at Orange
13. Westbound Francisquito at Willow
14. Eastbound Franciquito at Tonopah
15. Southbound Sunset at Francisquito
16. Eastbound Francisquito at Broadmoor
Thursday
1. Westbound Amar at Azusa
2. Southbound Azusa at Amar
3. Eastbound Amar at Azusa
4. Eastbound Amar at Temple
5. Eastbound Amar at Westport
6. Westbound Shadow Oak at Nogales
7. Eastbound Shadow Oak at Nogales
8. Southbound Nogales at Shakespeare
9. Westbound La Puente at Nogales
10. Westbound La Puente at Sentous
11. Northbound Nogales at La Puente
12. Westbound Amar at Nogales
13. Westbound Amar at Westport
14. Westbound Amar at Temple
15. Northbound Azusa at Workman
16. Northbound Azusa at Garvey
17. Northbound Azusa at Cortez
18. Eastbound Cameron at Azusa
19. Northbound Azusa at Vine
20. Southbound Azusa at Vine
21. Northbound Azusa at Merced
22. Southbound Azusa at Merced
23. Southbound Azusa at Francisquito
24. Northbound Sunset at The Heights
Friday
1. Westbound Shadow Oak at Shakespeare
2. Eastbound Shadow Oak at Gemini
3. Eastbound Shadow at Adrienne
4. Westbound Shadow Oak at Stephanie
5. Westbound Shadow Oak at Rita
6. Westbound Shadow Oak at Gemini
7. Westbound Shadow Oak at Woodgate
8. Southbound Holt at Temple
9. Westbound Barranca at Garvey (2-shelters)
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provided by a professional Job Coach. For group placements, Job Coaches supervise the workers 100% of the
time for the duration of the contract. Currently, 3 of the 4 clients (75%) clients employed by VLI working on
the West Covina Bus Shelter crew are West Covina residents.
DISCUSSION:
The current agreement with VLI expired on July 18, 2020. VLI has contacted the City to express interest in
entering into a new agreement with the City. VLI has requested three-year agreement with an option of two
additional one-year extensions for bus shelter cleaning. The new agreement will have a term of today's date
through June 30, 2023 to coincide with the fiscal year.
VLI is requesting an increase in the per shelter charge from $11.69 to $14.03. This rate will not change over
the three-year term of the agreement or two optional annual extensions, if exercised. This request is due to
increases in the minimum wage that are scheduled to occur annually at $1 per year through 2022, as well as
adjustments based on changes in the Consumer Price Index. Over the term of the previous agreement, which
began in July 2016, the minimum wage increased by $3.50 per hour. There was, however, no increase in VLI's
per shelter charge of $11.69 over same term.
Staff is also requesting that the City Council approve, by a majority vote of the entire City Council, dispensing
with the formal bidding procedures and requirements set forth in Division 2 (Purchasing System) of Article
VII (Purchases and Sales) of Chapter 2 (Administration) of the West Covina Municipal Code, based upon a
finding that it would be uneconomical to follow such procedures and the public welfare would be promoted by
dispensing with the same and based upon the waiver provided in Welfare and Institutions Code section 19404.
Staff believes that it would be uneconomical to require compliance with formal bidding requirements and
procedures because the City is not likely to obtain these services at a lower price than that which VLI is
proposing. Staff also believes that the public welfare would be promoted by dispensing with formal bidding
requirements and procedures given that VLI is a non-profit agency that provides vocational rehabilitation
services to adults with developmental disabilities, and has been providing these services to the City for several
years.
Welfare and Institutions Code section 19404 also permits cities and other governmental entities to purchase
services provided by nonprofit California corporations "operating community rehabilitation programs serving
persons with disabilities who have indicated an interest in supplying those goods and services and may, on an
equitable basis apportion the business among the interested community rehabilitation programs, provided the
goods or services meet the specifications and needs of the purchasing agency and are purchased at a fair
market price, as determined by the appropriate state or local agency" and provided that the public or private
nonprofit California corporations comply with specified requirements. Staff has determined that VLI meets the
City's needs, that VLI's services are provided at fair market price, and that VLI meets the requirements set
forth in Welfare and Institutions section 19404.
Therefore, staff is requesting that the City Council dispense with formal bidding requirements and procedures
and authorize the City Manager to negotiate and execute an agreement with Valley Light Industries, in a form
approved by the City Attorney.
OPTIONS:
The City Council has the following options:
1. Approve staffs recommendation;
2. Solicit new bids for bus shelter cleaning. However, this option is not recommended by staff due to
reasonable market value of the service provided by VLI and the notable opportunities provided to our
developmentally challenged residents; or
3. Provide alternative direction.
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10. Eastbound Workman at Eastland
11. Northbound Azusa at Fairgrove
12. Westbound Amar at Brentwood
13. Westbound Amar at Lark Ellen
14. Westbound California at West Covina Parkway
15. Souhbound Azusa at Aroma
16. Westbound Rowland at Azusa
Schedule
Work schedule to be Monday through Friday. Time frame to be approved by City's Contact
Officer.
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Fiscal Impact
FISCAL IMPACT:
The bus shelter cleaning is funded from Public Services Transportation Operating Budget (Fund 122 -
Proposition Q. The annual cost $72,956 the weekly power wash cleaning of the City's 100 bus shelters at
($14.03 per shelter). This rate will not changeover the three-year term of the contractor two optional annual
extensions, if exercised. There are sufficient funds available in Account No. 122.61.5144.6120 to cover this
cost.
Attachments
Attachment No. 1 - Professional Services Agreement (Valley Light Industries)
CITY Enhance City Facilities and Infrastructure
COUNCIL Respond to the Global COVID-19 Pandemic
GOALS &
OBJECTIVES:
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ATTACHMENT NO. 1
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
VALLEY LIGHT INDUSTRIES
FOR
BUS SHELTER CLEANING
THIS AGREEMENT is made and entered into this 21It day of July, 2020 ("Effective
Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and
VALLEY LIGHT INDUSTRIES, a California corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent
contractor to City to clean City -owned bus shelters, as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated, except that if Consultant is
required to but does not yet hold a City business license, it will promptly obtain a business license
and will not provide services to the City until it has done so; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with
the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described
in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Consultant also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise City of any changes in any laws that may affect
Consultant's performance of this Agreement. Consultant shall keep itself informed of State and
Federal laws and regulations which in any manner affect those employed by it or in any way affect
the performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. City officers and employees shall not be
liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant
to comply with this section.
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1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has
the right to:
(a) Meet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is
satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws, including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation; and all other Federal,
State and local laws and ordinances applicable to the services required under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in,
nor permit its agents to engage in, discrimination in employment of persons because of their race,
religion, color, national origin, ancestry, age, physical or mental disability, medical condition,
genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression,
sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of
the Government Code.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.7. Confidentiality. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
employees of City. Consultant covenants that all data, documents, discussion, or other
information developed or received by Consultant or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Consultant without written authorization by
City. City shall grant such authorization if disclosure is required by law. All City data shall be
returned to City upon the termination of this Agreement. Consultant's covenant under this Section
shall survive the termination of this Agreement.
1.8 Public Records Act Disclosure. Consultant has been advised and is aware that
this Agreement and all reports, documents, information and data, including, but not limited to,
computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors,
pursuant to this Agreement and provided to City may be subject to public disclosure as required
by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade
secrets, as that term is defined in California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all
information obtained by it that is designated as a trade secret. The City shall not, in any way, be
liable or responsible for the disclosure of any trade secret including, without limitation, those
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records so marked if disclosure is deemed to be required by law or by order of the court
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's total compensation shall not exceed Seventy -Two Thousand Nine Hundred Fifty -Six
Dollars ($72,956).
2.2. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services specified in the Consultant's Proposal unless the City,
prior to Consultant performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional services
or additional compensation shall be barred and are unenforceable. Should the City request in
writing additional services that increase the Scope of Services, an additional fee based upon the
Consultant's standard hourly rates shall be paid to the Consultant for such additional services.
Such increase in additional fees shall be limited to 25% of the total contract sum or to the
maximum total contract amount of $25,000, whichever is greater. The Department Head or City
Manager is authorized to approve a Change Order for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once a month. Said invoice shall be based on the total of
all Consultant's services which have been completed to City's sole satisfaction. City shall pay
Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each
invoice shall describe in detail the services performed, the date of performance, and the
associated time for completion. Any additional services approved and performed pursuant to this
Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City for inspection and/or audit at mutually convenient times from the Effective
Date until three (3) years after the termination or expiration of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. Unless otherwise agreed to by the
parties, the professional services to be performed pursuant to this Agreement shall commence
within five (5) days from the Effective Date of this Agreement. Said services shall be performed
in strict compliance with the Project Schedule approved by City as set forth in Exhibit "C," attached
hereto and incorporated herein by this reference. The Project Schedule may be amended by
mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently
pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party. If a delay beyond the control of the Consultant is encountered, a time extension may be
mutually agreed upon in writing by the City and the Consultant. The Consultant shall present
documentation satisfactory to the City to substantiate any request for a time extension.
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4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of 36 months, ending on June 30, 2023, unless previously terminated as provided herein
or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended
for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be
evidenced by a written amendment to this Agreement.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior
written notice to Consultant. In the event of such termination, Consultant shall immediately stop
rendering services under this Agreement unless directed otherwise by the City. If the City
suspends, terminates or abandons a portion of this Agreement such suspension, termination or
abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement, to terminate this Agreement without further notice and
without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this
Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement,
to terminate this Agreement, at its option and without prejudice to any other remedy to which it
may be entitled to at law, in equity, or under this Agreement, immediately upon service of written
notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed
because of insolvency;
C. Make a general assignment for the benefit of creditors;
d. Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record
for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or
rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and including
the effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
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completed as of the effective date of termination in accordance with the fees set forth herein
4.4. Documents. In the event of termination of this Agreement, all documents prepared
by Consultant in its performance of this Agreement including, but not limited to, finished or
unfinished design, development and construction documents, data studies, drawings, maps and
reports, shall be delivered to the City within ten (10) days of the effective date of the notice of
termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and
keep in full force and effect during the life of this Agreement all of the following minimum scope
of insurance coverages with an insurance company authorized to do business in California, with
a current A.M. Best's rating of no less than A:VII, and approved by City:
(a) Broad -form commercial general liability, including premises -operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury or bodily injury
with a policy limit of not less than Two Million Dollars ($2,000,000.00),
combined single limits, per occurrence. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or shall
be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per accident for bodily injury and
property damage.
(c) Workers' compensation insurance as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with a limit of no
less than One Million Dollars ($1,000,000.00) per accident for bodily injury
or disease. Consultant agrees to waive, and to obtain endorsements from
its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the City, its officers,
agents, employees, and volunteers for losses arising from work performed
by Consultant for the City and to require each of its subcontractors, if any,
to do likewise under their workers' compensation insurance policies.
By execution of this Agreement, the Consultant certifies as follows
I am aware of, and will comply with, Section 3700 of the Labor
Code, requiring every employer to be insured against liability of
Workers' Compensation or to undertake self-insurance before
commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect for the duration
of this Agreement, complete Workers' Compensation Insurance, and shall
furnish a Certificate of Insurance to the City before execution of this
Agreement by the City. The City, its officers and employees shall not be
Valley Light Industries
Form Revised April 2020
responsible for any claims in law or equity occasioned by failure of the
consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy
limits of not less than One Million Dollars ($1,000,000.00), combined single
limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00)
aggregate. Architects' and engineers' coverage shall be endorsed to
include contractual liability. If the policy is written as a "claims made" policy,
the retroactivity date shall be prior to the start of the work set forth herein.
Consultant shall obtain and maintain said E&O liability insurance during the
life of this Agreement and for five (5) years after completion of the work
hereunder. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a retroactive date prior to the
effective date of this Agreement, Consultant shall purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the
work.
If the Consultant maintains higher limits or has broader coverage than the minimums
shown above, the City requires and shall be entitled to all coverage, and to the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain,
the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed
boards, officers, officials, agents, employees, and volunteers are additional
insureds with respect to: liability arising out of activities performed by or on
behalf of the Consultant pursuant to its contract with the City; products and
completed operations of the Consultant; premises owned, occupied or
used by the Consultant; automobiles owned, leased, hired, or borrowed by
the Consultant.
(b) Notice of Cancelation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(c) Primary Coverage: The Consultant's insurance coverage shall be primary
insurance as respects the City of West Covina, its officers, officials, agents,
employees, and volunteers. Any other insurance maintained by the City of
West Covina shall be excess and not contributing with the insurance
provided by this policy.
(d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any
right to subrogation which any insurer of said Consultant may acquire
against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement
from the insurer.
(a) Coverage Not Affected: Any failure to comply with the reporting provisions
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