PSA

City of Glendale — Regular Meeting (2021-09-28)

Extracted text (via ocr_local) 29532 characters

SERVICES AGREEMENT
(Not Construction Related)
TRIP HAZARD REMOVAL SERVICES
City of Glendale Solicitation No. RFP 22-02

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and Precision Concrete Cutting, Inc., a Utah corporation, ("Contractor") as

of the

day of , 2021 (“Effective Date”).
RECITALS

City intends to undertake a project for the benefit of the public and with public funds (the "Project");

City desires to retain the professional services of Contractor to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work, RFP 22-02 (“Scope”);

Contractor desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and

City and Contractor desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:

Key Personnel; Other Contractor and Subcontractors.

1.1 Services. Contractor will provide all Services necessary to assure the Project is completed timely
and efficiently consistent within Project requirements, including, but not limited to, working in
close interaction and interfacing with City and its designated employees, and working closely with
others, including other Contractors or contractors, retained by City.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and

efficiently in accordance with the Project.

Contractor’s Work.

3.1 Standard. Contractor must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among contractors having substantial experience with the successful
furnishing of Setvices for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

3.2 Licensiny. Contractor warrants that:

a Contractor currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Contractor not any Subcontractor has been debarted or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ('Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Contractor's contracting ability.

(2) Contractor must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Contractor to notify City as
required will constitute a material default under the Agreement.

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3.3 Compliance.

a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

b. Contractor must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors,
‘warrants compliance with this section.

3.4 Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Contractor grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other
intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Contractor will deliver to City copies of the preliminary and completed Work

Product promptly as they are prepared.

G City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.

QB) In such case, City will also remove any seal and title block from the Work Product.
Compensation for the Project.

4.1 Compensation. Contractor's compensation for the Project, including those furnished by its
Subcontractors will not exceed $150,000 for the entire term of the Agreement as specifically
detailed in Exhibit B ("Compensation").

4.2 Chanve in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation requite a written amendment to this Agreement and may
require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement

may not be performed by the Contractor without prior written authorization from the City.

c Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

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4.3 Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
and any unused allowance at the completion of the Project will remain with City.

b. Contractor may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subcontractor.

c Contractor will not use any portion of an Allowance without prior written authorization
from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

Billings and Payment.

5.1 Applications.

a. Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.

b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(63) Completed work generated by Conttactor and its Subcontractors; and

(2) Unconditional waivers and releases on final payment from all Subcontractors as
City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

Termination.

61 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 30 days following the date of delivery.

a. Contractor will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Contractor will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of

this Agreement within seven days after receipt of written notice specifying the breach.

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Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Contractor for Services furnished, City will pay the
amount due to Contractor, less City's damages, in accordance with the provisions of Sec. 5.

If City's direct damages exceed amounts otherwise due to Contractor, Contractor must pay
the difference to City immediately upon demand; however, Contractor will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
Contractor of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Contractor shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Contractor, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occuttence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
ot the general aggrepate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

8.2. Indemnification.

To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Patties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys’
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (Le. a person or entity other than City or Contractor)
and that arises out of or results from the breach of this Agreement by the Contractor or
the Contractor’s negligent actions, errors ot omissions (including any Subcontractor or
other person or firm employed by Contractor), whether sustained before or after
completion of the Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
patt due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Contractor or of any
petson of entity for whom Contractor is responsible.

Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

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8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Contractor or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Contractor. General liability coverage can be provided in the form of an
endorsement to the Contractor’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
tevisions are used.

b. For any claims related to this Project, the Contractor’s insurance coverage shall be
ptimaty insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Contractor’s insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

84 Acceptability of Insurers. Insutance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Contractor has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

8.5 Waiver of Subrogation. Contractor hereby agrees to waive its rights of subrogation which
any insurer may acquire from Contractor by virtue of the payment of any loss. Contractot agtees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Contractor, its employees, agent(s) and subcontractor(s).

8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Contractor shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the requited insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Contractor's obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
duting the Term stated herein.

Contractor’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Conttactor to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

8.7 Subcontractors. Contractor shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other ciecumstances unique to the Contractor, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrants
its compliance and that of its Subcontractors with all federal immigration laws and regulations that relate to

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10.

their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor
ot Subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the City under the terms of this Agreement. The City retains
the legal right to randomly inspect the papers and records of the other party to ensure that the other party is
complying with the above-mentioned wartanty. The Contractor and Subcontractor warrant to keep their
respective papers and records open for random inspection during normal business hours by the other party.
The Contractor and Subcontractor shall cooperate with the City’s random inspections, including granting
the City entry rights onto their respective properties to perform the random inspections and waiving their
respective tights to keep such papers and records confidential.

No Boycott of Israel. To the extent A-R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.

Notices.
12.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:
The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, ift

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or

2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.
12.2 Representatives.
a. Conttactor, Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:

Precision Concrete Cutting, Inc.
c/o Jared Taylor, Manager

1110 S, Horne, #103

Mesa, AZ 85204

Tel: 480-588-5351

Email: jared@safesidewalks.com

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale
c/o Julian Reyes, Streets Supetvisor
6210 W Myrtle Avenue

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Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.

13. Entire Agreement; Survival; Counterparts; Signatures.

13.1

13.2

13,3

13.4

13.5

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Contractor and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c The solicitation, any addendums and the response submitted by the Contractor are

incorporated into this Agreement as if attached hereto. Inconsistencies between the
solicitation, any addenda attached to the solicitation, the response or any excerpts, if any,
and this Agreement, will be resolved by the terms and conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties ate of equal bargaining position and this Agreement must be construed equally

between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
ot applicable law.

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14.

16.

17.

13.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

13.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Term.

14.1 The term of this Agreement commences upon the effective date and continues for a one (1) year
initial period. The City may, at its option and with the approval of the Contractor, extend the term
of this Agreement an additional four (4) years, renewable on an annual basis. Contractor will be
notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal petiod and any such price
adjustment will be a determining factor for any renewal. There are no automatic renewals of this

Agreement,

14.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy ot claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the tespective entity and the approval of the Contractor and
aes For a list of SAVE members, click on the following link:

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Scope of Work
Exhibit B Compensation

[SIGNATURES ON FOLLOWING PAGE]

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

City of Glendale,

an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

Precision Concrete Cutting, Inc.,
a Utah corporation

By: Jared Taylor
Its: Manager

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EXHIBIT A
TRIP HAZARD REMOVAL SERVICES

SCOPE OF WORK

Work Description

A. The Contractor shall identify and eliminate tripping hazards caused by concrete sidewalk offsets
between the heights of 1/4 inch to 2 inches.

B. A complete list of the streets to be repaited for each day of work shall be submitted by the
Contractor to the City for review at least five working days prior to the start of work.

C. The Contractor shall saw cut all trip hazards. Each offset will be tapered at no more than an eight
(8) percent slope and shall have a smooth, uniform appearance and texture.

D. All saw cutting shall be taken to the zero point of differential settlement and to the edges of the
sidewalk to eliminate trip hazards the full width of the sidewalk. The finished surface must provide
a uniform appearance and texture of removed trip hazard and shall have a coefficient of friction of
at least 0.6 pound per square inch.

E. All debris and concrete dust shall be cleaned from the sidewalk surface as well as surrounding areas,
sidewalks, driveway, landscaping or other objects in vicinity of work.

F. Any damage to adjacent landscaping, sprinklers or grass shall be returned to its good condition as
existed prior to work.

G. The Contractor shall provide appropriate traffic control for the sidewalk/walkway and will perform
work at the appropriate schedule to minimize disruption to the public. Locations and schedules
shall be coordinated by the Contractor and the City of Glendale contract administrator or his

designee.

H. The Contractor shall take all reasonable precautions to prevent injury to its employees, City staff, or
all other persons affected by their operations.

I. The Contractor shall perform work during the City’s normal working hours from 7:30 AM to 5:00
PM, Monday through Friday except holidays.

Invoicing Requirements

A. Invoices shall be sent to:
e City of Glendale, Transportation Department
Glendale, Arizona 85301

B. Contractor’s invoices shall include the following;
e® Contract Number
¢ City purchase order number
e Sales tax and tax rate (on parts only)
e Total cost

C. Invoices without the above information will be returned to the Contractor for necessary
corrections.

Contractor Submittals

A, Work Report The contractor shall provide a work report of the Contractor’s work performed
(both major and minor work) for each month.

B. The format of the work report must fitst be approved by the City prior to implementation.

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EXHIBIT B
TRIP HAZARD REMOVAL SERVICES

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project must not exceed $150,000.

DETAILED PROJECT COMPENSATION
See Contractor’s response to RFP 22-02 (ATTACHMENT 1).

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ATTACHMENT 1

PRICING WORKBOOK

All prices shall include, but is not limited to, labor, installation, shipping, surcharges, employee benefits, vehicles,
equipment, tools, materials, supplies, fuel, travel expenses, shipping, licenses, fees, insutance, profit, and any other
associated direct or indirect costs (except sales taxes) necessary to provide the requested product and services.

TRIP HAZARD REMOVAL SERVICES

control)

PROCUREMENT CARD ORDERING CAPABILITY Please check appropriate box.
No, I will not accept payment under this contract with the Procurement Card

DISCOUNT/PAYMENT TERMS: The City standard is 2% 20 days
Comply: No

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