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1997 Sunline Services Group - MOU Street Sweeping Demo ProjectMEMORANDUM OF UNDERSTANDING DEMONSTRATION PROJECT This agreement between SUNLINE SERVICES GROUP (SSG), a Joint Powers Authority, and the CITY OF LA QUINTA, a municipality ("git , and is made and entered into on this day of`�cQ�*-�C� RECITALS SSG has been assigned the task of implementing a regional PM-10 street sweeping program for the Coachella Valley; and SSG has street sweeping vehicles and intends to sweep designated streets in the City and surrounding areas; and The City has agreed to provide access to designated streets in the City; and SSG and the City desire to establish the terms and conditions which are applicable to this Memorandum of Understanding. The parties agree as follows: 1.1 Use of Property. City agrees to allow SSG to operate street sweepers on designated streets. SSG agrees to sweep designated streets in the City at a rate of $10.10 per actual curb mile swept. This is a demonstration project for a period of only 90 days. City agrees that a "Sweep able Condition" is defined as: Debris which can be cleaned without requiring more than three (3) passes by a regenerative sweeper at normal operating speeds (more specifically described below) and when the depth of sand or debris at the curb face is less than three (3) inches and of a concentrated width from the curb face toward the pavement. centerline of less than four (4) feet. See Exhibit A: Exclusions: Washington, Miles, Avenues 47, 48, 50, 52, 54, Eisenhower, Calle Tampico and Adams. These streets are accomplished as a part of SSG Regional Street Sweeping and are not affected by this demonstration project. 1.2 Equipment. SSG shall use and furnish, at its own expense, all labor, equipment and materials necessary for the satisfactory performance of the work set forth herein. SSG shall use CNG powered street sweeping equipment to clean the 1 streets of the City of paper, dirt, sand, rocks, and debris. SSG agrees that the machinery and equipment used in the course of this Agreement shall be modem, clean and maintained in proper working condition at all times. SSG agrees to insure that all operators shall have the necessary license to operate the equipment on public streets. 1.3 Disposal of Refuse. 1.3.1 Refuse Disposal. SSG shall be responsible for the removal and disposal of all sweeper debris/materials in a matter commensurate with environmental and waste disposal regulations. This service shall be included as part of the curb mile cost and no additional compensation will be allowed. Refuse shall be completely disposed of by Friday of each week. Stockpiling for more than one week will not be accepted. 1.3.2 Transfer Points. If SSG requires a designated area for material transfer, SSG must coordinate the location(s) with the City. 1.3.3 Transfer Point Cleanup. SSG will be responsible for maintaining the area surrounding the points in a clean and safe manner. 1.4 Use of Hydrants. SSG shall make arrangements for the use of fire hydrants with respective water providers and pay for all water.used 1.5 Street Sweeping Schedule. The street sweeping schedule will be assigned by the City and SSG. The City will shall notify SSG of any change in the street sweeping schedule in writing no less than 48 hours prior to the desired schedule change date. 1.5.1 Sweep Cycles Sweeping shall be conducted by cycle. Each cycle shall begin on Monday and be completed on Friday of each week. 1.5.2 Incomplete Schedules Incompleted daily scheduled routes shall not be completed at a later date. SSG will submit via facsimile, a notice of route incompletion listing the names of all unswept streets no later than 5:00 p.m. on each day a route is not completed per schedule. Completed routes shall not require notification to the City. SSG shall not receive compensation for curb miles not serviced per schedule. Three consecutive failures to Pi complete scheduled daily route shall result in termination of this agreement. 1.6 Safe Operating Speed. No SSG street sweeping vehicle shall exceed the speed of five (5) miles per hour during street sweeping operations. 1.7 Hours of Operation. Street sweeping shall be performed between the hours of 6:00 a.m. and 5:00 p.m. Monday through Friday with no exceptions. 1.7.1 Holidays Scheduled routes falling on a legal holiday shall not be completed at a later date. 1.8 Traffic Counter Hoses and Planned Street Obstructions. 1.8.1 Notice. The City agrees to notify SSG of its intention to place traffic counter hoses or " other obstructions on designated street sweeping routes. Written notice must be delivered personally or via telecopier to SSG no less than 48 hours prior to the commencement of placing said traffic counter houses or street/gutter obstructions. Notice to SSG will be by fax to (760) 345-3845. The notice shall specifically list the exact street/gutter location of the obstruction or traffic counter hoses and will also specify how long the obstruction will exist. SSG will exercise caution with regard to traffic counter hoses or any other City facilities placed in the street or gutter. 1.8.2 Damage to City Property. If SSG has received the City's 48-hour prior written notice of the exact location and duration of placement of traffic counter hoses or other such obstruction and if damage is caused by SSG, SSG agrees to reimburse the City for the actual cost of damage to traffic counter hoses caused by its sweepers. 1.9 Standard of Performance. SSG agrees that the standard of performance under which it is obligated to perform are the standards which are considered to be good street sweeping practices. Said standard shall be subject to the approval of the City Maintenance Manager. SSG shall take corrective action for any complaint received from the City within 24 hours after being notified of complaint. Further, SSG shall notify the City by telephoning the Maintenance Manager within 24 hours after being notified of a complaint, and will detail the corrective action taken in response to the complaint. 3 City has designated the following locations as official transfer site(s) to be used by SSG street sweeping vehicles during their routine street sweeping: 1. City of La Quinta - Corporate Yard This agreement shall become effective on the date and year first hereinabove appearing and shall continue for a period of 90 consecutive days. • •AWN_- .. The street sweeper trucks supplied by SSG shall remain the property of SSG during the term of this agreement. ' • •: u 14 ► 1 we]• '►I During the term of this Agreement, SSG will take all necessary precautions to prevent damage to any City property used for material transfer. SSG will reimburse City for any damage caused by SSG personnel- this does not include normal wear and tear damage. SSG, will track all labor, maintenance, parts, water, fuel, and disposal costs, as well as any other costs you request. SSG will perform the sweeping, data collection and analysis (as defined by the city) for the areas of the city not currently under the Regional Program. SSG will make all of its records pertaining to this contract available for the City's audit. SSG will coordinate with the City's Maintenance Manager regarding operation and maintenance of the street sweeping equipment. 7. TERMINATION Either party may terminate this Agreement with or without fault upon giving thirty (30) days advance written notice to the other party. Upon termination by SSG or City, SSG shall discontinue utilizing material transfer facilities. All communications regarding this Agreement pursuant to the provisions set forth above and any other communications required during administration of this Agreement shall be given in the following manner: To SSG: William Clapper Executive Director, SSG Services Group 32-505 Harry Oliver Trail Thousand Palms, CA 92276 (760) 343-3456 9 To City: Danny Johnson Maintenance Manager P.O. Box 1504 La Quinta, CA 92253 (760) 777-7052 Any party who desires to change its address for notice may do so by giving notice as set forth herein. Nothing in this Agreement shall be construed to create the legal relationship of joint venture, partnership, or any other relationship between SSG and City. • ► •IP ' t l�l i Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or another provision of this Agreement. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by the authorized parties. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State or local governmental agency of competent jurisdiction. SSG 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 that it is responsible to provide as required by this Agreement. SSG 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 or Agency. In addition, neither this Agreement nor any interest herein shall be assigned or transferred, voluntary or by operation of law, without the prior written approval of the City and Agency. SSG will maintain in place certificates of liability insurance as provided by Coachella Valley Joint Powers Insurance Authority (or such other insurance as approved by City) for its Services at least $1,000,000 per occurrence. SSG agrees to provide ten 0 0) days written notice to Agency prior to cancellation of any insurance policy above. 5 SSG agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgements and expenses (including attorney's fees and costs of Litigation) which in whole or in part are claimed to result from or to arise out of the usage or operation, including the malfunctioning of, or, any injury caused by, any service provided herein; or any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and damage to property (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). Except as otherwise required, SSG shall concurrently with the execution of this contract, furnish the City satisfactory evidence of insurance of the kinds and in the amounts provided in said Specifications. This insurance shall be kept in full force and effect by SSG during this entire contract and all premiums thereon shall be promptly paid by it. Each policy shall further state that it cannot be canceled without 30 days unconditional written notice to the City and shall name the City as an additional insured. SSG shall furnish evidence of having in effect, and shall maintain, Workers Compensation Insurance coverage of not less than the statutory amount or otherwise show a certificate of self-insurance, in accordance with the Workers Compensation laws of the State of California. Failure to maintain the required amounts and types of coverage throughout the duration of this Contract shall constitute a material breach of this Contract. YVAIVER No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's or Agency's consent or approval of any act by SSG requiring City's or Agency's consent or approval shall not be deemed to waiver or render unnecessary City's or Agency's consent to or approval of any subsequent act of SSG. Any waiver 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. 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. ATTORNEY'S FEES If any party commences an action against another party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable R attorney's fees and costs of suit from the losing party. �•� • • • - • No officer or employee of the City shall be personally liable to SSG in the event of any default or breach by the City or for any amount which may become due to SSG, or for breach of any obligation of the terms of this Agreement. This Agreement may be amended at any time by the consent of the parties by an instrument in writing signed by all parties. 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 effect 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. ROMEWNTA The parties have each carefully reviewed this Agreement and have agreed to each term of this Agreement. No ambiguity shall be presumed to be construed against either party. 14. INTEGRATION This Agreement embodies the entire agreement of the parties in relation to the scope of service herein described and no other understanding whether verbal, written or otherwise exists between the parties. The persons signing this Agreement warrant and represent that they have the actual and apparent authority to bind the respective parties hereto to the terms and conditions of this Agreement. In accepting this contract, SSG certifies that in the conduct of its business it does not deny the right of any individual to seek, obtain and hold employment without discrimination because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age as provided in the California Fair Employment Practice Act (Government Code Section 12900, et seq.) SSG agrees that a finding by the State Fair Employment Practices Commission that SSG has engaged during the term of this Contract in any unlawful employment practice shall be deemed a breach of this Contract and SSG shall pay to City $500.00 liquidated damages for 7 each such breach committed under this contract. IN WITNESS WHEREOF, the parties have entered into this Agreement on the date and year first appearing above. CITY OF LA QUINTA By: By Thomas P. Genovese City Manager SUNLINE SERVICES GROUP D William Clapper Executive Director F:]