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2002-027- Authorizing The Town Manager To Execute An Agreement For Collection Services With The Salvation Army.RESOLUTION .2002 - 27 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT FOR COLLECTION SERVICES WITH THE SALVATION ARMY WHEREAS, the Town desires to provide collection of unsold, reusable items for participants of its annual Community Garage Sale.; and, WHEREAS, the Salvation Army operates ayear-round scavenging program and provides collection services .for other city-wide garage sales in the County and is .fully qualified to provide such services to the Town; and, WHEREAS, the Salvation Army has agreed to provide collection services to the Town for no charge. THEREFORE,, BE IT RESOLVED: 1. That the Town Manager is authorized to execute an Agreement .for Collection Services with the Salvation .Army (Exhibit A). 2. Thatthe Town Manager is authorized to execute agreement amendments extending the term, as long as they conform to the Council adopted budget.. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, .held on the 18t" day of March, .2002 by the .following vote.: COUNCIL MEMBERS.: AYES: Steven Blanton, Sandy Decker, Steve Glickman, Joe Pirzynski, Mayor :Randy Attaway NAYS : None ABSENT: None ABSTAIN: None SIGNED: MAYOR O HE TO F LOS GATOS LOS GAT , CALIFO IA ATTEST:. ~~~~ -CLERK OF THE TOWN O L S GATO LOS GATOS, CALIFORNIA n:\csd\gasage\resol.salvationarmy _~ ~' _.~~_ r TOWN OF LOS GAT~~.~_ .~~~__ - AGREEMENT ~~~ _~~_ ~~~ ~- FOR COLLECTION SER~fi~CE S-- ~~~'~~ ~-=-~% THIS IS AN AGREEMENT between the Town of Los Gatos (hereinafter referred to as "Owner") and The Salvation Armv (hereinafter referred to as "Contractor"). Owner and Contractor, for the consideration hereinafter named, agree as follows: 1. SCOPE OF WORK Contractor shall furnish all materials and perform all of the work for Town of Los Gatos described herein. A. Purpose: Define the agreement between the Town of Los Gatos and The Salvation.Army regarding collection services to be provided by contractor. B. Scope of .Services: To collect discarded materials left at the curb by participants in the Los Gatos & Monte Sereno Community Garage Sale to be held .Saturday May 18, 2002. Materials will be collected from 5 p.m. to approximately 9 p.m. Contractor will use .its own vehicles and staff for collection. Any and all revenues received from sale of the materials will go to support the contractor's services. C. Other Requirements: 1) Work cooperatively with Town and .residents 2) Obtain a Town business license 3) 'Satisfy insurance requirements -Exhibit A 4) Satisfy Equal Opportunity Employment Conditions -Exhibit B D. Change Orders: All changes to this contract shall be in writing and signed by the Owner and the Contractor. 2. CONSIDERATION Inconsideration for providing the services required by this Agreement, Contractor shall have the right to keep, use, sell and other wise dispose of all materials collected pursuant to this agreement. Agreement Page 1 3. BEGINNING OF WORK Following the execution of this agreement and the approval of insurance policies and certificates, Owner shall issue a notice to proceed with the work. Commencing work or the entrance of equipment or materials on the site of the work by Contractor before receipt of the .notice to proceed is at the -sole risk and expense of Contractor, and the Contractor shall be fully liable for any damage or injurysustained by Owner or third persons resulting therefrom. All work shall be performed on May 18,2002.. 4. TIME OF COMPLETION The work called for herein shall be fully completed by 9:00 p.m. 5. INDEMNIFICATION The Contractor shall save, .keep and hold harmless :indemnify and defend the Town its officers, agent, employees and volunteers from all damages, .liabilities, penalties, costs, or expenses in law or equity that may at any tune arise or be-setup because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Contractor, or any of the Consultant's officers, emp ogees, or agents or any subcontractor. 6. INSURANCE 'Contractor shall procure and maintain for the duration of the Contract insurance against claims .for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, Contractor's agents, representatives, employees or subcontractors, as stated in Exhibit A to this Contract.. The cost of such insurance is included in the Contractor price.. 7. EOiJAL EMPLOYMENT OPPORTUNITY Contractor shall conform its conduct to the Owner's Equal Opportunity Program set forth in Exhibit B. 8. HOURS OF WORK Hours of work shall be limited to 4:00 p.rn. to 9:00 p.m. on May 18, 2002. A .change in hours must be specifically approved by the Director of Community 'Services. 9. BUSINESS LICENSE All Contractors, whether they be general Contractors or subcontractors, who transact or carry on business in the Town of Los Gatos, shall acquire a Business License in conformance with Section 14,20.115 ofthe Los Gatos Town Code. Agreement Page 2 10. PREVAILING WAGES Workers employed in the work must be paid at rates at least equal to the then current prevailing wage scale as determined by the State Director of the Department of Industrial Relations.. A copy is usually on file in the Office of the Director of Building .and Engineering Services.. Pursuant to Section 1770 of the California Labor Code, any Contractor who is .awarded a public works project and intends to use a craft of classification not shown on the .general prevailing wage determinations, may be required to pay the wage rate of that craft of classification most closely related to it as shown in the general determinations effective at the time of the calls for bids. 11. WAIVER Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of the Agreement. 12. SEVERABILITY If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement .shall remain in effect. 13. AGREEMENT EXTENSION The services of the of the Contractor are to begin and end on May 18, 2002, from 4:00 p.m. to 9:00 p.rn. The Agreement may be re-entered in 2003 and .again in 2004, upon mutual .agreement of the parties. Agreement Page 3 14. ENTIRE AGREEMENT AND AMENDMENT This Agreement including Exhibits A and B, which are attached and incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or in writing, and shall not be amended except in writing approved by the Owner .and Contractor. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of: the day of , 2002. TOWN OF LOS GATOS By Debra J. Figone Town .Manager RECQ~ D BY: Regina AYFalkner Director of Community Services CONTRACTOR By Captain James W. Sloan Adult Rehabilitation Center Administrator The Salvation Army 702 W. Taylor Street San Jose, California 95126 APPROVED AS 'PO FORM: ORRY P. KORB, ESQ. Town Attorney N:\CSD\garage\salvationarmy. agr l ATTEST: MARIAN COSGROVE Town Clerk, Town of Los Gatos Agreement Page 4 EXHIBIT A _ _ INSURANCE REQUIRED A. MINIMUM .SCOPE OF INSURANCE Coverage shall be at east as broad as: 1. Insurance Services Office form .number GL 0002 (Ed, 1./73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General :Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form GC 0001). Z. Insurance .Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Worker's Compensation insurance as required by 'the Labor Code of the .State of California and Employers Liability insurance. B. BEGINNING OF WORK Contractor shall maintain limits no less than: 1, General Liability: $1,000,000 combined single limit .per occurrence for bodily injury, personal nj ury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the;general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury .and property damage. 3. Workers' Compensation and Employers Liability.: Worker's compensation limits as required by the Labor Code of the :State of California and Employers Liability limits of $1;000,000 per accident. C. DEDUCTIBLES .AND SELF-INSURED RETENTIONS Any deductibles or self insured retentions must be declared to and approved by the Town of Los Gatos. At the option of the Town of Los Gatos, either: the insurer shall reduce or eliminate such deductibles or self-.insured retentions as respects the Town of Los Gatos, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of lossesand related investigations, claim administration, and defense expenses. D. OTHER INSURANCE PROVISION The policies are to contain, or be endorsed to contain the following provision: 1. General Liability and Automobile Liability Coverages Agreement -Exhibit A a. The Town of Los Gatos, its officers, officials, employees and vo unteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contracts, premises owned, occupied or used by the Contractor, or automobiles owned, leased, :hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town of Los Gatos, its officers, officials, employees, or volunteers: b. The Contractor's insurance coverage shall be primary insurance as respects the Town of Los Gatos, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained 'by the Town of Los Gatos, its officers, officials, employees, or volunteers shall be excess of the Contractors Insurance and shall .not .contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town of Los Gatos, its officers, officials, employees, or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's .liability. 2. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the Town of Los Gatos, its officers.,.. officials, employees, or volunteers for losses arising from work performed by the Contractor for the Town of Los Gatos. 3. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) daysprior written notice by certified mail, returnrecept required, has been given to the Town of Los Gatos. E. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a Best`s rating of no less than B+. F. VERIFICATION OF COVERAGE Contractor shall furnish the Town of Los Gatos with certificates of .insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person .authorized by that insurer to bind :coverage on its behalf. The certificates and endorsements are to be on forms provided by the Town of Los Gatos, Where by statute, the Town of Los Gatos's workers' compensation-related forms .cannot be :used, equivalent forms approved by the State Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by the Town of Los Gatos before work commences. The Town of Los Gatos reserves the right to require complete, certified copies of all required insurance Agreement -Exhibit A policies, at any time. G. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the .requirements stated herein, Agreement -Exhibit A EXHIBIT B ~Q_UAL EMPLOYMENT OPPORTUNITY CONDITIONS 1 GENERAL From and after the award of the Contract and during the course of the work on the project, the Contractor shall comply with the. following Equal Employment Opportunity Conditions. 2. EOUAL EMPLOYMENT OPPORTUNITY POLICY Contractor adopts and accepts as its operating policy the following statement: "It is the policy of this company to assure that applicants are employed and that employees are treated during employment without regard to their race, religion, sex, color, or national origin. Such action shall include employment, upgrading, demotion, transfer, recruitment and recruitment advertising, :termination, pay, and selection for training, including apprenticeship." 3. EQUAL EMPLOYMENT OPPORTUNITY OFFICER: Contractor shall designate and make known to the Director of Community Services an Equal Employment Opportunity Officer capable of administering and promoting an active Contractor program of equal opportunity who will be assigned adequate authority and responsibility to do so. 4. DISSEMINATION OF POLICY A11 members of Contractor's organization with authority to hire, supervise, promote, and terminate employees, or who recommend such action, shall be made fully cognizant of and shah implement the Contractor's Equal Employment Opportunity policy; The following actions shall be taken as a minimum: A. Periodic meetings of supervisory personnel shall be conducted before start of work .and at least once every three (3) months for the purpose of .reviewing .and explaining the Contractor's Equal Employment Opportunity Policy and its implementation. The meetings shall be conducted by the Equal Employment Opportunity Officer or other knowledgeable company officials. B. All new supervisory employees shall be indoctrinated as to the Contractor's Equal Employment Opportunity obligations within thirty (30) calendar days following their reporting for duty with the Contractor. - C. The Equal Employment Opportunity Officer or appropriate company official will instruct all employees engaged in recruitment and hiring as to the methods followed by the Contractor in recruiting and hiring qualified employees Agreement -Exhibit B 5. RECRUITMENT A. When advertising for employees, the Contractor shall include in all advertisements for employees the notation: "An Equal Opportunity Employer". It shall insert all such advertisements in :newspapers or other publications having a large circulation among minority groups in the area from which the project work force would normally be derived. B. If the :Contractor does notrestrict individuals who are hired as employees exclusively to those who are related by blood or marriage to persons possessing an Ownership interest in the Contractor's business, in those case where the Contractor is not precluded therefor by a valid collective bargaining agreement, systematic and direct recruitment shall be conducted through public and private employee referral sources likely to yield qualified minority group :applicants, including, but not limited to State employment agencies, schools, colleges and minority :group organizations. To .meet this requirement, the Contractor shall, through its Equal Employment Opportunity Officer, identify sources of potential minority group employees and establish with such identified sources procedures whereby minority group applicants may be referred to the Contractor for employment .consideration. C. If the Contractor does not restrict individuals who are hired as employees :exclusively to those who are related byblood or marriage to persons possessing an Ownership interest in the Contractor's business, the Contractor shall encourage present employees to refer minority group applicants for employment. Information and procedures with .regard to referring minority group applicants shall be provided to such employees. 6. PERSONNEL ACTIONS A. Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, .demotion, layoff, and termination shall be taken without regard to race, color, religion, sex, or national origin. The following procedures shall be fo lowed; 1. The Contractor shall conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. 2. The Contractor .shall periodically evaluate the spread of wages paid within .each classification to determine any evidence of discriminatory wage practices. 3. The Contractor shall periodically review selected personnel actions in depth to determine whetherthere is evidence ofdiscrimination.. Where evidence is found, the Contractor shall promptly take corrective action. If the review .indicates that the discrimination may extend beyond the actions reviewed; such corrective action shall include all affected persons. 4. The Contractor shall investigate all complaints of alleged discrimination made to the Contractor in connection with its obligations under this contract, shall attempt to resolve such complaints, and shall take appropriate corrective action. If the Agreement-Exhibit B investigation indicates that the discrimination may affect persons other ;than the complainant, such corrective action .shall include such other persons. Upon completion of each investigation, the Contractor shall inform every complainant of all of his/her avenues of appeal. 7. TRAINING AND PROMOTION A. If the Contractor does not restrict individuals who are hired as employees exclusively to those who are related by :blood or marriage to persons possessing an Ownership interest in the Contractor's business, programs designed to increase the skills of all employees and applicants for employment shall be promoted as follows: 1. Consistent with its manpower requirements and as permissible under Federal and State regulations, the Contractor shall make full use of training programs, such as pre-apprenticeship, apprenticeship, andtor on-the-job training programs for the .geographical area of contract performance. Z. The Contractor shall advise employees and applicants for employment of available training programs and entrance requirements for each: 3. The Contractor shall periodically review the training and promotion potential of employees and shall encourage eligible employees to .apply for such training and promotion.. 8. UNIONS A. If the Contractor xelies in whole or in part upon unions as a source of Contractor's work force, -the Contractor shall use :its best efforts to incorporate an Equal Employment Opportunity clause into all union agreements which defines responsibilities for non- discrimnaton inhrng, referral, up-.grading and training, andotherwise implements an affirmative anti-discrimination program in terms of the unior's specific areas ofskill and geography, to the end that all qualified workers will be available and given an equal opportunity for employment, and such unions will be contractually bound to .refer applicants without regard to their race, color, religion, sex or national origin. In the event a union is unable to refer applicants as requested by the Contractor within the time limit set forth within the union agreement, the Contractor shall, through its .recruitment procedures, fill the employment vacancies without regard to .race, color, religion, sex or national origin, .making full efforts to obtain qualified persons. 9. SUBCONTRACTING A. The Contractor shall use its best efforts to assure subcontractor compliance with their Equal Employment Opportunity obligations. 10, NOTICES .AND POSTERS Contractor shall make known its Equal .Employment Opportunity responsibilities under this Contract by the following methods: .Agreement -Exhibit B A. Executed copies of the Contractor's "Fair Employment Practices Statement" shall be: 1. Conspicuously posted in all ..areas where job applicants and potential employees appear for purposes of gaining employment by the Contractor; 2. Conspicuously posted on all employee bulletin boards and in other areas where employees of the Contractor congregate; and 3. Transmitted to each labor union or .representative of workers with which the Contractor has a collective bargaining agreement or other contract or understanding, and to all other sources or employee referrals, including schools and employment agencies. B. Posters containing the following. wording shall be conspicuously posted in all areas~where job applicants and potential employees appear for purposes of gaining employment by the Contractor "The Salvation. Armv" is an Equal Employment Employer." C. The Contractor's Equal Employment Opportuntypolicy, as described in Secton(b) shall be distributed in written form to all employees. 11. FAIR EMPLOYMENT :PRACTICES STATEMENT The Contractor shall execute the .following Fair Employment Practices Statement: "Fair Employment Practices Statement": The Salvation Armv (name of Contractor) is an Equal .Employment Opportunity Employer, as such has adopted the policy and will take affirmative action to employment without regard to their race, color, religion, ancestry or national origin. On ,The Salvation Armv was awarded a contract by the Town of Los Gatos, a municipal corporation situated in the County of Santa Clara, State of California, for the work of collecting donated items. Under said Contract, The Salvation Armes has agreed to comply with those Equal Employment Opportunity Conditions described in Exhibit B ofthe Contract said project, and has agreed, among other things, that damages will be paid to the Town in event it is found that the requirements of said Conditions have not been satisfied. Dated: 12. RECORDS Signed: The Contractor shall keep such records as are necessary to determine compliance with its Equal Employment Opportunity obligations under this Contract. Such records .shall be retained for a period of one year following completion of the project. Such records show: A. The number of minority and non-minority group members employed in each work classification on the project. B. The efforts and progress being made in cooperation with unions to .increase minority group employment opportunities.. (Applicable only to Contractors who rely in whole or in part on unions as a source of their work force). .Agreement -Exhibit B The efforts and progress being.made in locating, hiring, training, qualifying, and upgrading employees. _The _above-described records, together with the Contractor's records of employment, employment advertisements, application forms., and other pertinent data shall, upon request, be opened to inspection and copying by the Director of Community Services or the Director of Building and Engineering Services authorized representative, or any other agency of the State of California designated by the Director of Building and Engineering Services, for purposes of investigating whether the Contractor has complied with the Equal Employment Opportunity conditions of this Contract. 13. REPORTS Between the date of the award of the Contract and the date of the commencement of work on the project, the Contractor shall in conformity and compliance with the directions of the Director of Community Services, submit to the Director of Community Services a basic compliance report which shall include the following: A. The name.,. business address and telephone number ofthe Contractor's Equal Employment Opportunity Officer. B. An executed copy of the Contractor's Fair Employment Practices Statement. C. A description of the Contractor's sources of potential employees, and the identity of the person or persons who have responsibility for determining who the Contractor will hire and whether or not to ;hire. D. Such evidence as is required by the :Director of Community Services, showing that the Contractor has notified all supervisors, foremen, and other personnel officers, in writing, of the content of the. Contractor's Equal Employment Opportunity policy. E. Such evidence as is required bythe Director of Community Services that the Contractor .has transmitted its "Statement of Fair Employment Practices" to all sources of employee referrals. F. Such evidence as is required by the Director of Community Services showing that the Contractor has posted bulletins, posters, and the "Fair Employment Practices Statement" in the manner required by these Equal Employment Opportunity Conditions. 14. BREACH: In the event the Director of Community Services, as a result of supervising the Contractor's performance under the Contract or after investigating a complaintby a third party, finds that the Contractor is or has :been in violation of its agreement to comply with these Equal Employment Opportunity Conditions, notice of such violations shall be filed- with the Director of Community Services of the Owner and given to the Contractor by depositing same in the United States mail, postage prepaid, addressed to the last known business address of the Contractor, with return receipt .requested. Not later than fifteen (15) calendar days after the filing of said notice with the Director of Community Services, a hearing shall be :held by the Town Council of the Owner for the purpose of ascertaining whether the charges contained in the notice are true, and, if true, whether the Contractor has failed to make a Agreement -Exhibit B reasonable and substantial effort to comply with these Equal Employment Opportunity Conditions._ Notice of the time and place of said hearing shall be given the Contractor .not less than five (5) days prior thereto in the same manner as the notice of violations is given. During said hearing, the Council shall receive and consider any evidence offered by the Director of Community Services, the Contractor, and any third party. At the conclusion of said hearing, the- Council shall determine the matter and it determination shall be final. If after the hearing above described the Town Council of the Owner determines that the Contractor has failed to comply with these .Equal Employment Opportunity Conditions, and has failed to make a reasonable and .substantial effort to comply with said conditions, the Contractor shall be deemed in material breach of the Contract. It is understood that the Owner will have suffered damage by virtue of said breach; and it being impractical and unfeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to Owner, as fixed and liquidated damages, and not as a penalty, the sum of Fifty Dollars ($50.00) for .each calendar day during which the Contractor is found to have been in noncompliance. Such. monies may be recovered from the Contractor and its surety. The Owner may deduct .any such damages from monies due the Contractor. 15. DISQUALIFICATION .FROM FUTURE CONTRACTS A .finding by the Town Council of the Owner that the Contractor has .failed to comply with these Equal Employment Opportunity Conditions and has failed to ma~Ce a reasonable and substantial effort to so comply, or a finding of willful violation of the nondiscrimination provisions of the .State of California Fair Employment Practices Act, or similar provisions of Federal law or Executive Order, in the performance of work onthe prof ect shall be deemed a basis for determining the Contractor to be not a "responsible bidder" as to future contracts for which the Contractor may submit bids, A .finding of willful violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act shall be deemed to have occurred upon receipt by the Owner of written notice from the California Fair Employment Practices Commission that it has :investigated and determined that the Contractor has violated said Fair Employment Practices Act and has issued an order under Government Code Section 12970, or obtained judgment and order of enforcement under Government Code Section 12973. 16. OTHER REMEDIES: Nothing contained in these Equal Employment Opportunity Conditions shall be construed in any manner or fashion so as to prevent the Owner from pursuing any other remedies that may be available at law or in equity. N:\MASTER\CONTRAC'I~SHORTFRM.CON Agreement -Exhibit B