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HomeMy WebLinkAboutR2025-007 20250113RESOLUTION NO. R2025-7 A Resolution of the City Council of the City of Pearland, Texas, authorizing participation in an interlocal cooperative pricing arrangement for the purchase of street sweeping services from Sweeping Corporation of America, in the amount of $64,250.08, beginning January 14, 2025 through January 13, 2026. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the purchase of street sweeping services from Sweeping Corporation of America, in the amount of $64,250.08, is hereby approved. Section 2. That the City Manager or his designee is hereby authorized to execute a contract for street sweeping services from Sweeping Corporation of America. PASSED, APPROVED and ADOPTED this the 13th day of January, A.D., 2025. ________________________________ J.KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY Docusign Envelope ID: 5DE91000-0F0D-4540-9456-9A80D7DC4FE0 City of Pearland 3519 Liberty Drive Pearland,TX 77581 SERVICE CONTRACT NO.C1225-09 For Street Sweeping Services THIS CONTRACT ("Contract")is entered into by and between the City of Pearland,a Texas home- rule municipal corporation (“City”)and Contractor.(“Contractor"),and consisting of the following parts: I.Summary of Contract Terms ll.Signatures lll.Standard Contractual Provisions IV.Special Terms and Conditions V.Additional Contract Attachments I.Summary of Contract Terms. Contractor:Sweeping Corporation of America,LLC. 4141 Rockside Road,Suite 100 Independence,OH.44131 Description of Services:Contractor will provide quarterly street sweeping services,for the City of Pearland,as needed,per the specifications of Sourcewell Co-Op #062421-SWP. Contract Amount:$64,250.08 Effective Date:January 14,2025 End Date:January 13,2026 Renewals:0 Resolution No/Bid No:R2025-,Sourcewell #062421-SWP |l.Signatures CITY OF PEARLAND CONEEiC TO /Ey/L“(Ctr—imalr’L Purchasing Officer Date Title:Flint Wiaggggr Date:’3 [It’luj *Signed by:Date _Superintendenthanager _Director _DeputyIAssistant City Manager _City Manager *City Contract Signature Authority:Superintendent/Manager —up to $10,000 Director —$10,001 —$30,000 City Manager/Deputy/Assistant City Manager -$30,001 + City Council Resolution over $50,000 Service Contract Standard Form Page i of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 1/14/2025 | 9:06 AM CST 1/14/2025 | 11:48 AM CST Ill.Standard Contract Provisions WHEREAS,Contractor has bid to provide Services (“Services")in response to Request for Bid/Proposal or Quote No.062421-SWP (“Solicitation"),which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor’s bid or proposal response,as applicable,are incorporated by reference in this Contract as Exhibits 1 and 2, respectively,as if each were fully set out here in its entirety. NOW,THEREFORE,City and Contractor agree as follows: 1.Scope.Contractor will provide Services in accordance with the attached Scope of Work,as detailed in AttachmentA,the content of which is incorporated by reference into this Contract as if fully set out here in its entirety,and in accordance with Exhibit 2. 2.Term.This Contract is for (1)year,with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division,or upon the performance date listed in the notice to proceed,whichever is later.The parties may mutually extend the Term ofthis Contract for up to (0)additional one- year periods (“Option Period(s)”),provided,the parties do so by written amendment priorto the expiration of the original term or the then-current Option Period.The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment.This Contract is for an estimated amount of $64,250.08, subject to approved extensions and changes.Payment will be made for Services completed and accepted by the City within thirty (30)days of acceptance,subject to receipt of an acceptable invoice.Contractor shall invoice no more frequently than once per month.All pricing must be in accordance with the attached Bid/Pricing Schedule,as shown in Attachment B,the content of which is incorporated,in its entirety,by reference into this Contract.Any amount not expended during the initial term or any option period may,at the City’s discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn:Accounts Payable Email:accountspayableQgearlandtxgov 4.Contract Administrator.The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract,including deductions for non-performance and authorizations for payment.The City’s Contract Administrator for this Contract is as follows: Name:Francesca Beltran Department:Engineering and Public Works Phone:281-652-1946 Email:fbeltran@pearlandtx.gov 5.Insurance;Bonds. (A)Before performance can begin under this Contract,the Contractor must deliver a Certificate of Insurance (“COI"),as proof of the required insurance coverages,to the City’s Contract Administrator.Additionally,the COI must state that the City shall be provided no less than thirty (30)days‘advance written notice of cancellation,material Service Contract Standard Form Page 2 of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 10. change in coverage,or intent not to renew any of the policies.The City must be named as an additional insured.The City Attorney must be given copies of all insurance policies within ten (10)days of the City Manager or his designee’s written request. Insurance requirements are as stated in Attachment C,the entirety of which is incorporated by reference into this Contract. (B)Contractor shall provide any required payment bond,performance bond,or both,prior to commencement of performance under this Contract.The terms,conditions,and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C,and such content,the entirety of which,shall be incorporated into this Contract. Purchase Release Order.For multiple-release purchases of Services provided by the Contractor over a period of time,the City will exercise its right to specify time,place and quantity of Services to be delivered in the following manner:the authorized City department or division shall send to Contractor a purchase release order signed by an authorized agent of the department or division.The purchase release order shall refer to this Contract,and Services shall not be rendered until the Contractor receives the signed purchase release order. Inspection and Acceptance.City may inspect all Services and products supplied before acceptance.Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City.If immediate correction or re- working at no charge cannot be made by the Contractor,a replacement service may be procured by the City on the open market and any costs incurred,including additional costs over the item’s bid/proposal price,shall be paid by the Contractor within thirty (30)days of receipt of City’s invoice. Warranty. (A)The Contractor warrants that all products supplied under this Contract are new,quality items that are free from defects,fit fortheir intended purpose,and of good material and workmanship.The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B)In addition,the products purchased under this Contract shall be warranted by the Contractor or,if indicated in Attachment D by the manufacturer,for the period stated therein.Attachment D,the entirety of which,is attached to this is incorporated into this Contract. (C)Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. Quality/Quantity Adjustments.Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term ofthe Contract including any Option Period.Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. Non-Appropriation.The continuation of this Contract after the close of any fiscal year ofthe City,which fiscal year ends on September 30th annually,is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget,and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Service Contract Standard Form Page 3 of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 11. 12. 13. 14. 15. 16. 17. Contract.The City does not represent that this budget item will be adopted,as said determination is within the City Council's sole discretion when adopting each budget. Independent Contractor.Contractor shall perform all work required by this Contract as an independent contractor and will furnish such Services in its own manner and method,and under no circumstances or conditions will any agent,servant or employee of the Contractor be considered an employee of the City. Subcontractors.in performing the Senlices,the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. Amendments.This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. Waiver.No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. Taxes.The Contractor covenants to pay payroll taxes,Medicare taxes,FICA taxes, unemployment taxes and all other applicable taxes.Upon request,the City Manager shall be provided proof of payment of these taxes within 15 days of such request. Notice.Any notice required under this Contract must be given by hand delivery,or certified mail,postage prepaid,and is deemed received on the day hand—delivered or on the third day after postmark if sent by certified mail.Notice must be sent as follows: IF TO CITY: City of Pearland Attn:Dante Prescod Title:ROW Superintendent Address:2016 Old Alvin Road,Pearland,Texas 77581 Phone:281-652-1907 IF TO CONTRACTOR: Sweeping Corporation of America,LLC. Attn:Cole England Title:District Sales Manager Address:4141 Rockside Road Suite 100,Independence OH.44131 Phone:435-841-7680 Liability and Indemnity.ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR'S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITYFOR ACTUAL OR COMPENSATORY DAMAGES,LOSS,OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACT OR THATPROVIDES FOR CONTRACTUAL INDEMNITYBY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT.EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE,EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM,SUIT,OR JUDGMENT FOR DAMAGES,LOSS,OR COSTS ARISING FROM THAT PARTY'S NEGLIGENTACTS OR OMISSIONS IN THE PERFORMANCE OF Service Contract Standard Form Page 4 of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 18. 19. 20. 21. 22. 23. 24. THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW.THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BY LAW. Dispute Resolution Procedures.The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract.if either party disputes any matter relating to this Contract,the parties agree to try in good faith,before bringing any legal action,to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties.The parties will each pay one—half of the mediator’s fees. Attorney’s Fees.Should either party to this Contract bring suit against the other party for breach of contract or for any other cause relating to this Contract,neither party will seek or be entitled to an award of attorney’s fees or other costs relating to the suit. Termination. (A)City Termination for Convenience.Under this paragraph,the City may terminate this Contract during its term at any time for the City’s own convenience where the Contractor is not in default by giving written notice to Contractor.If the City terminates this Contract under this paragraph,the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B)Termination for Default.Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms.The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default.If the party in default fails to cure the default as specified in the notice,the party giving the notice of default'may terminate this Contract by written notice to the other party,specifying the date of termination.Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law,including any damages or costs suffered by either party. Owner’s Manual and Preventative Maintenance.Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Contract.Contractor must provide such documentationupon delivery of such equipment and prior to receipt of the final payment by the City, Limitation of Liability.The City’s maximum liability under this Contract is limited to the total amount of compensation listed in this Contract.In no event shall the City be liable for incidental,consequential or special damages. Assignment.No assignment of this Contract by the Contractor,or of any right or interest contained herein,is effective unless the City Manager first gives written consent to such assignment.The performance of this Contract by the Contractor is of the essence of this Contract,and the City Manager‘s right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Severability.Each provision of this Contract is considered to be severable and,if,for any reason,any provision or part of this Contract is determined to be invalid and contrary to Service Contract Standard Form Page 5 of 7 Approved as to Legal Form 6.28.202l Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 IV. applicable law,such invalidity shall not impairthe operation of nor affect those portions of this Contract that are valid,but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25.Order of Precedence.In the event of any conflicts or inconsistencies between this Contract, its attachments,and exhibits,such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A.this Contract (excluding attachments and exhibits); B.its attachments; C.the bid solicitation document including any addenda (Exhibit 1);then, D.the Contractor‘s bid response (Exhibit 2). 26.Certificate of Interested Parties.Contractor agrees to comply with Texas Government Code Section 2252.908,as it may be amended,and to complete Form 1295 “Certificate of Interested Parties"as part of this Contract if required by said statute for items approved by the City Council. 27.Governing Law.Contractor agrees to comply with all federal,Texas,and City laws in the performance of this Contract.The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas,and such form and venue for such disputes is the appropriate district,county,orjustice court in and for Brazoria County,Texas. 28.H.B.89.In accordance with Chapter 2270 of the Texas Government Code,the signatory executing this contract on behalf of company veri?es that the company does not boycott Israel and willnot boycott Israel during the term of this contract.This clause is subject to companies with ten or more full time employees and the contract value is $100,000 or more that is to be paid wholly or partially with public funds ofthe governmental entity. 29.Public Information Act Requirements.This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City.The requirements of Subchapter J,Chapter 552,Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request,may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30.Entire Agreement.This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements,agreements,and understandings,either oral or written,between the parties. Special Terms and Conditions.None. Additional Contract Documents Attached and Incorporated by Reference: Attachment A:Scope of Work Attachment B:Bid/Pricing Schedule Attachment C:Insurance and Bond Requirements Attachment D:Warranty Requirements Service Contract Standard Form Page 6 of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 Incorporated by Reference Only: Exhibit 1:RFB/RFP/Quote Noe Sourcewell #062421—SWP Exhibit 2:Contractor’s Bid/Proposal Response Service Contract Standard Form Page 7 of 7 Approved as to Legal Form 6.28.2021 Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 ATTACHMENT A —SCOPE OF WORK Scope of services shall consist of the contractor to provide quarterly street sweeping services, for the City of Pearland,as needed,per the speci?cations of Sourceweil #062421—SWP. Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 ATTACHMENT B —BID/PRICING SCHEDULE Servic-Dotalls and has W Wag SEW! Peruoun $200/HR Call-out &Emergency Sweep Service Heavenly:Quarterly Hour Minimm:three (3)hours Sweeps Pa Tenn:NA Portal to Pmé:NA Pe!Sweep:NA of Pet How:5250-00 OI Pet H041:NA mmmm'Service Adams“ PerCurbMie:$75.35 DisposalFee:SCA to Handle Percyde:$16,312.52 ($64,250.08 -4 Cycle total)Variaue ?rerngharge (var;NA Miles PaCyde:216.49 Contract Tm:Annually Envlmnmemal,Health &Satay charge (EHSCI‘:NA SlanDate:01/01/2025 Mobiliza?anfee:NA Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 Purchasing DepartmentCityofPearland281.652.1775 3519 Liberty Drive ebids@gearlandtx.gov Pearland,TX 77581 Contractor Insurance Requirements &Agreement Contractors performing work on City property or public right-of—wayfor the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s)evidencing the coverages and coverage provisions identified herein.Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor’s policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required.The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPEOF INSURANCE AMOUNTOF INSURANCE PROVISIONS 1.Workers’Compensation Statutory Limits For WC,CGL,and BAL,the City is Employers'Liability (WC)$1 ,000,000 per occurrence to be provided a WAIVER OF SUBROGATION. 2.Commercial General (Public)Personal Injury —$1,000,000 per CGL and BAL City to be listed asLiability(CGL)to include coverage person;Property Damage -additional insuredand provided 30_ for:..$1'OOO'000 per occurrence,day notice of cancellation or materiala)Premises/Operations General Aggregate —$2,000,000 change in coverageb)Products/Completed ' Operat‘ons wc,CGL and BAL,City shall bec)Independent Contractors d)Personal Injury e)Contractual Liability provided 30-day notice of cancellation or material change in coverage. 3.Business Auto Liability (BAL)to Combined Single Limit— include coverage for:$1,000,000 CGL will include a non-contributory a)Owned/Leased vehicles addendum. b)Non—ownedvehicles c)Hired vehicles If the contract involves a professional service,the contractor willalso be required to provide the City with professional liability insurance in an amount of at least $1,000,000. Certificate of Insurance forms may be emailed to:Purchasing Department at ebids@gearlandtx.gov.Questions regarding required insurance should be directed to City of Pearland Purchasing Department,at ebids@gearlandtx.gov. This form must be signed and returned with your bid/quotation.You are stating that you do have the required insurance and if selected to perform work for the City,will provide a certificate of insurance,and a copy of insurance policy with the above requirements to the City.A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days if selected to perform work for the City of Pearland.I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project. Project/Bi“:Clllgz-OQ Company.’V ”(090:1 m .ucMun LU‘: Signature and PrintedN:ame%2W ”J.IUnit/3é?‘m «W ‘ Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 ATTACHMENT D —WARRANTY Services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material,workmanship and title. Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 SC/‘r‘ Sweeping Corp of America Service Agreement Sweeping Corporation of America,LLC (Company)agrees to perform the work described in this service agreement according to the specific terms and conditions contained herein. Property Location ngn—ro Name:City of Pearland (Sourcewell #38644)Name;City of Pearland Street52016Old Alvin Rd Street:2016 Old Alvin Rd W Pearland State TX ZipCOde:77581 city:Pearland state:TX ZiuCode:77581 phone:2s1.652.1907 Fax:phone.281.652.1907 Fax. Propenvcontact:Scott Lightfoot Ordered av;Dante Prescod Emaih slightfoot@pearlandtx.gov amen:dprescod@pearlandtx.gov Phone=281652.1907 Ph“62816521907 Service Details and Fees Hourly Sweeping Service Scheduled Sweeping Service Per Hour:$200/HR Call-out &Emergency Sweep Service Frequency:Quarterly Hour Minimum:three (3)hours Sweeps PerTerm:NA Portal to Portal:NA Per Sweep:NA 0T PerHour:$250.00 OT Per Hour:NA Per Curb Mile Sweeping Service Additional Fees Per Curb Mile:$75-35 Disposal Fee:SCA to Handle Per Cycle:$16,312i52 ($64,250.03 -4 Cycle total)Variable Energy Charge (VEC)*:NA Miles Per Cycle:216.49 Contract Term:Annually Environmental,Health &Safety Charge (EHSC)*:NA Start Date:01/01/2025 Mobilization Fee:NA *Fordetails.please visit www.sweepingcorp.com/vec/or www.5weepingcorp.com/ehsc. The Company shall provide equipment,labor,fuel,and any other materials necessary to complete the required work.The Company will clean an area seven (7)ft.wide from the curb,barrier or paved shoulder edge.No cleaning operation shall be conducted when there are climatic conditions present or forecast that would make such an operation ineffectual or dangerous.Company/s service is based on removal of a regular day-to-day buildup of material and debris.Any excessive,out of the ordinary,or unusual build-up or residue of any dirt,debris or material is not covered by the price quoted in this agreement under the hourly rate. Special Instructions/Comments -Additional Space on Last Page,if Needed Pricing based on Sourcewell Contract #062421-SWP and includes all fees.SCA to sweep with Elgin Eagle or similar type of sweeper.Total of 216.49 curb miles per cycle that will be scheduled quarterly.SCA to handle debris disposal cost.Water access available to SCA within City limits.CA to provide reports of mileage swept and debris dumped. Sweeping Corporation of America |4141 Rockside Road,Suite 100,Independence,OH 44131 ]216-777-2750 www.5weepingCorp.com Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 Authorized Signatures The undersigned individual signing this Service Agreement on beho/fofthe Customer acknowledges that he orshe has read and understands the terms and conditions of this Agreement and that he orshe has the authority to execute this Agreement on behalfof the Customer. Customer Signature: Print Name: Title: Date: Terms and Conditio Com an Re resentative Signature:X J . Print Name:Larf?QrTmAAQII Title:‘D\§\’)LiZI’WW( or ii NOTICE:ANV ACCEPTANCE OF COMPANY'S OFFER IS EXPRESSLY LIMITEDTO ACCEPTANCE OF THESE TERMS AND CONDITIONS AND COMPANY EXPRESSLYOBJECTS TO ANYADDITIONAL OR CHANGED TERMS PROPOSED BY CUSTOMER.NO OTHER TERMS AND CONDITIONS OF ANY FORM SHALL MODIFY THESE,EVEN IF SIGNED BY COMPANY.ANV ORDER TO PERFORM WORK OR COMPANY'S PERFORMANCE OF THE WORK SHALL EXPLICITLV CONSTITUTE CUSTOMER'S AGREEMENT TO THESE TERMS AND CONDITIONS,PLEASE REFER TO WEBSITE AT hnps:// wwwssweepingcorpxom/FOR THE LATEST GOVERNING TERMS AND CONDITIONS. 1)Definitions:”Customer"means the entity to which the Company is providing Services under the Agreement.“Agreement"means either al the contract or agreement signed by both parties for the Services;or iii)the purchase order signed by Customer and accepted by Company in writing,together with these Terms and Conditions."Company”means the Sweeping Corporation of America entity providing Services under the Agreement. 2)Services Rendered:Customer grants exclusive rights to Company, for the term of the Agreement,to furnish all labor,equipment,and services necessary for the performance of the service ("Service”)in conformance with the standards of service set forth in this Agreement and Customer agrees to make payments as provided in the Agreement. 3)Coverage and Term of Agreement.This Agreement shall control and govern all Services provided by Company as of its effective date.The effective date and initial term of this Agreement shall start on the date on which Service under this Agreement commences and shall continue for a term of thirtyasix (36)months. Thereafter,it shall automatically renew for successive twelve (12) month terms unless either party gives written notice of termination to the other at least ninety (90)days before the end of the then current LETITI. 4)Standards of Service:Services shall be performed in accordance with best management practices of the Company,Obstructions or debris,including but not limited to accumulations of leaves,silt. compacted dirt,and similar debris will be removed as part of the customary and ordinary service under this Agreement.Ii the company,at its sole discretion,determines that such removal constitutes extra work from that contemplated under this Agreement,the Company shall.for additional compensation,perform extra services as may be required.Semces shall be performed to prevent litter,leaves, sand,dirt and debris from being swept into any street side drainage inlets contiguous to or within the designated work area.Customer represents and warrants that all materials to be collected by Company are nonhazardous waste and recyclables.Nothing in this Agreement shall convey to the Company the status of "generator."Any waste swept and collected from the designated work area by Company shall remain the waste of the Customer and it is agreed 5) 6) 7) 9) that Company under no circumstances shall be deemed to have generated the waste or to own the waste.The Company shall dispose of all waste within the Customer's dumpster and Customer hereby authorixes the use of its dumpster for that purpose,unless otherwise stated on the front of this Agreement.Any waste that cannot be disposed of in the Customer's dumpster shall be disposed ofin accordance with the Service Details and Fees. Warranties.Except as otherwise provided herein,Company makes no express or implied warranties,including but not limited to, implied warranties of merchantability or fitness for a service for a particular purpose.Such warranties are all expressly disclaimed. Time and Performance,Upon acceptance by Customer,Company shall commence performance within the time frame specified by Company as Start Date.or,in the absence of a specified time frame,shall commence work wrthin a reasonable time and pursue such with reasonable diligence until completed.It a scheduled sweeping is not possible due to inclement weather or other unforeseen occurrences,Company shall endeavor to perform the services when the weather or circumstances permit. Equipment Removal.Company agrees to remove from the Customer’s premises any Company equipment,upon termination of the Agreement or once all Services have been completed. Payment.Customer shall pay Company for Sewices rendered monthly in accordance with the Sewice Details and Fees and invoice received.Unless otherwise agreed by the parties in writing, Customer shall pay Company for Services within ten (10)days from the invoice date.Company shall charge late fees.including a one-time $60.00 administration fee,and on a monthly basis,an additional late payment fee of 2.99%of the total overdue amount.Customer acknowledges that such late fee Is not to be considered as interest or debt on a finance charge,butxrather is a reasonable charge for the anticipated loss and cost to Company for the late payment. Suspension.If any amount due from Customer is not paid within sixty (sol days of the date of Company's invoice,Company may,with or Without notice,suspend service without terminating the contract, until Customer has paid all amounts owed to Company, Sweeping Corporation of America |4141 Rookside Road,Suite 100,Independence,OH 44131 |216-777-2750 www.3weepingCorp.oom Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1 10)Rate Ad‘ustments,Customer agrees that it shall pay Company for any increase in costs due to an escalation in energy costs.These surcharges shall be referred to as "Variable Energy Charge”on the invoice.https://www.sweepingcorpcom/vec/Customer also agrees that it shall pay Company for increased rates due to increases in Company’s costs because of disposal,Consumer Price index changes,changes in local,state or federal law, rules,ordinances or regulations applicable to Company's operations or services or because of increases in taxes,fees, costs or other governmental charges.These charges shall be referred to as “environmental”on the invoice, 11)Damage to Pavement.Company shall not be responsible for any damages to the Customer‘s pavement or accompanying subsurface,curbing or other driving surfaces resulting from the Company’s Services, 12]Independent Contractor.Nothing contained in this Agreement shall be construed to constitute Customer as a partner,employee,or agent of Company,nor shall either party have any authority to bind the other in any respect.It is intended that Company shall,in all instances,be and remain an independent contractor responsible for its own actions and for its own agents,employees and representatives. 13l Indemnity Customer shall defend,hold harmless and indemnify the Company,its officers,directors,members,af?liates,employees,or contractors from and against any and all damage to persons, property or both (including death)or other liabilities (including,but not limited to,investigation and reasonable legal expenses) resulting from the Customer's (or its employees,invitees or subcontractors)negligence or misconduct,actions or omissions, including,but not limited to,Company's,violation of law or breach of this Agreement, 14)Termination This Agreement may only be terminated by the Customer by providing written notice of Company's breach of the Agreement and,only after providing a right to cure the breach and, Company fails to cure the breach within 60 days'of written notice. Except as otherwise provided in this Agreement,the termination shall have no effect upon the rights of the parties prior or existing transactions and any liabilities.Upon termination,Company shall wind down its work in progress in a safe manner,protective of Customer and Company owned or operated property,and Customer and Company shall work in good faith to close out any service in an expeditious manner. 15)Assignability.This agreement is binding and shall inure to the benefit of all successors and assigns.This Agreement,and any duties hereunder and any retention of Company subject to this Agreement may be assigned by the Company,in whole or in part, withoutthe mutuaiwriiten consent ofthe parties to this Agreement. 16)Notice.Any notice to be given under this Agreement by either party to the other shall be in writing and personally delivered or mailed to the other party or by email delivery with confirmation of receipt,at its address as set forth above or to such successor addresses as the parties may designate by notice pursuant to this provision. 17)Entire Agreement,This Agreement shall constitute the entire agreement between the parties and shall govern the relationship of the parties notwithstanding any previous written agreement and/or any previous or subsequent oral understandings or agreements. 18] 19] No Waiver.No waiver of any provision or condition of this Agreement shall be implied or imputed by reason of a party's failure to complain or to seek remedies because of any previous breach or violation. Severabilig.lf any clause or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable,the balance of this Agreement shall be enforced as the written agreement of the parties. 20)Credit HistomCustomer represents and warrants that it has the 21)Disputes,Remedies: 22)Attorneys’fees,Jury Waiver and Jurisdiction and Venue. 23) 24) financial means to meet its obligations under this Agreement,and Customer hereby agrees that Company may,at any time, investigate the credit history of Customer.Company may terminate this Agreement if it determines,in its sole discretion,that Customer may not be able to perform its duties and obligations hereunder. Except for claims by the Company for collection of fees,the parties'knowingly and voluntarily agree that the any controversy arising between them shall be resolved by binding arbitration under the rules of the American Arbitration Association, and judgment on the award may be entered by any court having jurisdiction.The parties acknowledge the Services impact and affect interstate commerce and agree that any dispute regarding the enforceability,legality,or scope of the arbitration agreement set forth herein shall be decided exclusively by the arbitrator.The parties’mutual promises contained herein,including the promise to arbitrate disagreements rather than litigate them before courts or other bodies, provide consideration for each other for this entire clause.Under no circumstances shall either party be liable to the other for loss of profits or revenues,or for any indirect,special,incidental, consequential or punitive damages,whether in contract,tort and any theory of liability.WHETHER lN ARBITRATION OR OTHERWISE,NO CLAlMS UNDER THIS AGREEMENT MAV BE BROUGHTAS A CLASS ACTION,ON A CONSOLIDATED BASIS,OR IN ANY OTHER COLLECTIVE OR REPRESENTATIVEPROCEEDING. The parties agree that if Company files a lawsuit to collect any money due and payable under this Agreement,in any suit brought,Company shall be entitled to recover its reasonable costs and attorneys’ fees.Each party,to the extent permitted by law,knowingly, voluntarily,and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement,Customer and Company agree to personal jurisdiction and venue in Cuyahoga County,Ohio and neither Company nor Customer shall object or oppose personal jurisdiction or venue if the lawsuit is filed in Cuyahoga County,Ohio. Excused Performance.Neither party to this Agreement shall be liable for its failure to perform or delay in performance due to contingencies beyond its reasonable control,including but not limited to,unsafe conditions,weather,strikes,riots,compliance with laws or governmental orders,fires,or acts of God 1%.The fees set forth herein are exclusive of taxes.Customer will be responsible for,and agrees to pay,all sales,use,value added,personal property,or similar taxes,tariffs or government charges,excepting taxes based on the income of the Company, Special Instructions /Comments Continued... Sweeping Corporation ofAmerica |4141 Rockside Road,Suite 100.Independence,OH 44131 i 216-777-2750 www.8weepingCorpcom Docusign Envelope ID: 7FD5A234-8CFE-46ED-94F7-70EAC76B2FB1