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HomeMy WebLinkAboutItem 08b - Clarifier Clean Out and Emergency Clean-up Services STAFF REPORT PUBLIC WORKS SERVICES DEPARTMENT DATE: November 4, 2025 TO: Honorable Mayor and City Council FROM: Paul Cranmer, Public Works Services Director By: Briget Arndell, Environmental Services Manager SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH REPUBLIC SERVICES FOR CLARIFIER CLEAN OUT AND EMERGENCY CLEAN-UP SERVICES IN THE AMOUNT OF $52,198.48 CEQA: Not a Project Recommendation: Approve SUMMARY The Public Works Services Department (“PWSD”) prohibits the discharge, or the potential discharge, of illicit substances into the City’s streets and/or storm drain system and is responsible for managing the proper disposal of materials collected from three City-owned underground water clarifier systems. The PWSD also manages clean-up services for emergency human biowaste and chemical spills that are reported throughout the City. Due to an increase in the number of calls received for the clean-up and disposal of human biowaste and chemical spills, including the need to routinely clean out the City’s clarifier system, the PWSD solicited a formal Request for Proposals (“RFP”) for clarifier clean out and emergency clean-up services. Based on the evaluated proposals, it is recommended that the City Council approve, authorize, and direct the City Manager to execute a Professional Services Agreement with Republic Services for clarifier clean out and emergency clean-up services, in the amount of $52,198.48, with the option of three one-year extensions. It is further recommended that the City Council delegate the authority to approve such future extensions under this agreement to the City Manager, without having to return to the City Council for subsequent approval, provided that any changes to the financial terms stay within standard inflationary limits. Clarifier Clean out and Emergency Clean-up Services November 4, 2025 Page 2 of 4 BACKGROUND Water clarifiers are large tanks used to separate solids from liquids. The clarifiers work by slowing down the water flow, allowing heavier particles to settle at the bottom, as sludge and lighter materials like grease float to the top. The PWSD maintains three clarifiers located at the Police Station, Fire Department 105, and the PWSD Yard. These three clarifiers collect waste from City-owned vehicles and/or street waste collected from the City’s street sweepers. The PWSD is required to properly manage and routinely clean out waste generated at each clarifier to avoid clogs or spills, and to prevent hazardous materials from entering the storm drain system. The three clarifiers require material pump-out, proper disposal, and cleaning, every six months. To further prevent the discharge, or the potential discharge of illicit substances into the City’s streets and storm drain system, the PWSD manages emergency clean-up services for human biowaste and chemical spills reported throughout the City. The reports of human biowaste and chemical spills are often reported in public areas and require rapid response. These illicit substances cannot be handled by PWSD staff and must be mitigated, sanitized, and properly disposed of by certified hazardous responders. These responders have the proper equipment needed to safely handle and dispose of illicit substances like human biowaste and chemical spills. Due to an increase in the number of calls received for the disposal and clean-up of human biowaste and chemical spills, and the need to routinely clean out the City’s clarifier system, the PWSD solicited a formal Request for Proposals for clarifier clean out and emergency clean-up services. DISCUSSION A Notice Inviting Proposals for clarifier clean out and emergency clean-up services was published in accordance with City Council Resolution No. 7483, and RFP packages were provided to companies that perform this type of work. On Wednesday, September 20, 2025, the City Clerk received four proposals. All proposals were evaluated based on the firm’s experience, qualifications, understanding of the needs of the City, quality of service approach, and cost. The evaluation results and ranking of each company’s proposal are listed below: Clarifier Clean out and Emergency Clean-up Services November 4, 2025 Page 3 of 4 Rank Firm Location Cost 1 Republic Services Long Beach $52,198.48 2 American Integrated Services, Inc. Wilmington $34,855.40 3 United Pumping City of Industry $75,478.00 4 FRS Environmental Corona $73,604.00 After careful review and consideration, it was determined that Republic Services is the most qualified firm to provide clarifier clean out and emergency clean-up services. Republic Services has over 70 years of experience providing safe and compliant waste management and emergency response services. Republic Services is also considered a one-stop shop, as they do not outsource for the disposal of materials once hazardous materials are collected. They have their own treatment, storage, and disposal facilities, which helps reduce overall costs. Republic Services are also available 24-7, including holidays, which will prove to be very helpful for emergency biowaste situations in public spaces that require immediate clean-up. Although American Integrated Services, Inc. submitted the lowest fee proposal, their proposal did not include disposal rates for all emergency clean-up services. Their proposal covered a three-person standard emergency response crew and the disposal rates were not included as part of the hourly rate. Furthermore, their proposal indicated that if a spill exceeded 50 gallons or greater than a half-mile radius, additional equipment would be required and billed at the applicable rates. Therefore, their proposal rate did not provide the full cost for clean-up services. Republic Services submitted a comprehensive proposal outlining the full costs, thoroughly addressing the City’s needs. ENVIRONMENTAL ANALYSIS The proposed contract does not constitute a project under the California Environmental Quality Act (“CEQA”) under Section 15061(b)(3) of the CEQA Guidelines, as it can be seen with certainty it will have no impact on the environment. FISCAL IMPACT The total cost of the Professional Services Agreement is $52,198.48. Sufficient funding is available in the Fiscal Year 2025-26 Sewer and Stormwater Operating Budget for these services. Clarifier Clean out and Emergency Clean-up Services November 4, 2025 Page 4 of 4 RECOMMENDATION It is recommended that the City Council determine this action does not constitute a project under the California Environmental Quality Act (“CEQA”); and approve, authorize, and direct the City Manager to execute a Professional Services Agreement with Republic Services for clarifier clean out and emergency clean-up services, in the amount of $52,198.48, with the option of three one-year extensions. It is further recommended that the City Council delegate the authority to approve future extensions under this agreement to the City Manager, without having to return to the City Council for subsequent approval, provided that any changes to the financial terms stay within standard inflationary limits. Attachment: Proposed Professional Services Agreement 1 Updated Feb. 2020 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING CLARIFIER CLEAN OUTS AND EMERGENCY CLEAN-UP SERVICES This Agreement is made and entered into as of ___________________, 20____ by and between the City of Arcadia, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91007 (“City”), and Republic Services, a California Corporation, with its principal place of business at 3777 Long Beach Blvd., Ste. #100, Long Beach, CA 90807 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Clarifier Clean Outs and Emergency Clean-Up Services (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of FIFTY-TWO THOUSAND, ONE HUNDRED NINETY-EIGHT DOLLARS AND FORTY-EIGHT CENTS ($52,198.48). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 2 Updated Feb. 2020 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Term. The term of this Agreement shall be one (1) year from the date of execution, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. 3 Updated Feb. 2020 b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean-up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. 4 Updated Feb. 2020 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability Consultant shall procure and submit evidence of insurance for at least five (5) years from the time that all work under this Agreement is completed. (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury 5 Updated Feb. 2020 and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” 6 Updated Feb. 2020 as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. 7 Updated Feb. 2020 g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. 8 Updated Feb. 2020 h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. All subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 9 Updated Feb. 2020 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. To the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify, and/or hold harmless arise out of Consultant’s performance of “design professional services” (as that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final adjudication that liability under a claim is caused by the comparative active negligence or willful misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). 10 Updated Feb. 2020 b. If the services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. City Material Requirements. Consultant is hereby made aware of the City’s requirements regarding materials, as set forth in Request for Proposals, which are deemed to be a part of this Agreement. 16. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. 11 Updated Feb. 2020 17 Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Sergio Ortiz as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: 12 Updated Feb. 2020 CITY: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 Attn: Briget Arndell Environmental Services Manager CONSULTANT: Republic Services 3777 Long Beach Blvd., Ste. #100 Long Beach, CA 90807 Attn: Sergio Ortiz Sales Executive and shall be effective upon receipt thereof. 22. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, 13 Updated Feb. 2020 burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City’s Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 14 Updated Feb. 2020 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND REPUBLIC SERVICES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA REPUBLIC SERVICES By: By: Dominic Lazzaretto City Manager Title: Printed Name: ATTEST: By: Title: By: City Clerk Printed Name: APPROVED AS TO FORM: CONCUR: By: ___________________________________ Michael J. Maurer Paul Cranmer City Attorney Public Works Services Director 15 Updated Feb. 2020 EXHIBIT “A” Scope of Services The Scope of Services for the Clarifier Clean Outs and Emergency Clean-Up Services, shall include, but are not limited to the following: The City maintains three clarifiers at the facilities below, which require material pump-out, disposal, and cleaning every six months. In addition, it is estimated that up to five (5) emergency clean-up services across the City will require cleaning, sanitization, and material disposal. These incidents tend to be bio-hazardous and located in public areas of the City and thus require a rapid response. Clean-up and disposal of bio-hazardous waste incidents include materials such as chemical spills, bio-waste, and more. The City clarifiers are located at the following facilities: • Police Department Clarifier – 1,300 gallons 250 W Huntington Drive, Arcadia, CA 91007 • Fire Department Clarifier – 2,000 gallons 710 S Santa Anita Avenue, Arcadia, CA 91006 • Public Works Services Department Clarifier – 2,200 gallons 11800 Goldring Road, Arcadia, CA 91006 The vendor shall perform all work in accordance with the City of Arcadia’s Specifications, unless otherwise noted or specified herein. The vendor shall pump out, remove debris, properly dispose of the material from the specified City owned clarifiers, and clean the clarifiers as required for stormwater compliance. The vendor also shall clean up hazardous material as specified by the City, disinfect the contaminated area, and properly dispose of the materials as required for stormwater compliance. Clean-up and disposal of hazardous waste incidents include but are not limited to oil spills, paint spills, gasoline spills, and bio-waste. 16 Updated Feb. 2020 EXHIBIT “B” Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time- and-materials contract. Compensation shall be based on time and materials spent in accordance with the following tasks, not to exceed the total compensation listed below: The schedule of prices is attached as attachment “A” to this Exhibit “B”. Clarifier Clean Outs and Emergency Clean-Up Services - $52,198.48 Total Compensation - $52,198.48 The total compensation shall not exceed the total listed without written authorization in accordance with Section 2 (b) of the agreement. 17 Updated Feb. 2020 Attachment “A” to Exhibit “B” CLARIFIER CLEAN OUTS AND EMERGENCY CLEAN-UP SERVICES FEE & RATE SCHEDULE Item No. Clarifier Clean Out Tank Size Cost Per Cleaning Quantity Total Cost 1 Police Department Clarifier 250 W Huntington Dr, Arcadia, CA 91007 1,300 gallons $ 3,608.00 2 $ 7,216.00 2 Fire Department Clarifier 710 S Santa Anita Ave, Arcadia, CA 91006 2,000 gallons $ 4,642.12 2 $ 9,284.24 3 Public Works Services Department Clarifier 11800 Goldring Rd, Arcadia, CA 91006 2,200 gallons $ 4,949.12 2 $ 9,898.24 Item No. Emergency Clean-Up Services Hourly Cost Quantity Total Cost 4 Clean-up and disposal of hazardous waste incidents including but not limited to oil spills, paint spills, gasoline spills, bio-waste, etc. $ 950.00 30 hours $28,500.00 TOTAL AMOUNT OF PROPOSAL (ITEMS 1-4) $ 52,198.48 Fifty-two thousand one hundred ninety-eight dollars and forty-eight cents (Dollar amount in written form) 18 Updated Feb. 2020 EXHIBIT “C” Activity Schedule The term of this Agreement shall be for one (1) year from the date of execution. All tasks under Exhibit “A” shall be adhered to and executed accordingly.