INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 1 Updated November 2025 AGREEMENT NO. ___________________INDEPENDENT CONTRACTOR'S AGREEMENT [Over $100,000] This AGREEMENT is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation and THE OPEN DOOR NETWORK a Corporation authorized to do business in California (referred to herein as . R E C I T A L S WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of litter removal. NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows: 1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: litter abatement services as directed by City staff on specified roadways that are within Caltrans jurisdiction, referred to as , the scope includes performing all its own trained labor force to manually gather, bag, and pile litter and debris from alongside designated roadways with up to two (2) crews of five (5) people each. crew will clean to a level of cleanliness as determined by City. Frequency and schedule of clean ups will be provided by City. City will provide supplies (bags and other supplies) that are provided by Caltrans to Contractor. In addition, other duties of a similar nature may be assigned as needed by City. 1.1 Contractor will provide transportation, portable toilets, and all personal protective equipment needed to perform the work in accordance with Caltrans safety instructions. 1.2 freeway litter safety instruction. 1.3 Roadways shall include ramps and shoulders. Caltrans will maintain responsibility for traffic control for shoulder clean-ups. Ramps do not require additional Caltrans traffic control measures. In the event Contractor is requested to provided traffic control measures consistent with Caltrans safety requirements, Contractor will provide an estimate as to the cost of this additional task and upon mutual agreement with City, provide such control.
INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 2 Updated November 2025
1.4In the event Contractor is asked to remove collected litter from roadways to a designated location, Contractor will provide an estimate as to the cost of this additional task and upon mutual agreement with City, provide for said removal and disposal. 1.5 Medians are not included within the scope of work at this time. In the event some medians are added to the scope of work, City will get an approved list of medians to clean from Caltrans and provide that list to Contractor. A separate crew may be identified by the Contractor at a separate cost to City as explained in 2.2 below. 2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work : On an hourly basis [or time/material basis] in accordance with the rates as shown on Exhibit A. CITY will pay CONTRACTOR within thirty (30) days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than TWO HUNDRED THIRTY-EIGHT THOUSAND EIGHT HUNDRED EIGHTEEN DOLLARS ($238,818.00) for performing the Scope of Work. 2.1 The compensation set forth in this section shall be the total compensation under this Agreement including, but not limited to, all out-of-pocket costs and taxes. City shall pay only the compensation listed unless otherwise agreed to in writing by the parties. Compensation shall be made on a per crew basis, with a work crew defined as one (1) crew of five (5) crew members. Crews will be paid a fee for service based on a $30.00 per hour per crew member rate. Calculating the hourly rate is based on a starting at the time the crew leaves their facility to the time and crew returns to their facility and does not include a 30 minute lunch break. Weekly safety training is included as part of the payment period. 2.2 Compensation for certain medians may incur a higher cost for clean-up due to safety which may include additional cost to Contractor. The parties agree to adjust hourly rate accordingly to offset those costs. This will not increase the annual total cost for the contract. 2.3 Compensation under this agreement is for litter removal and is not subject to INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 3 Updated November 2025 prevailing wage requirements.3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall be for a one (1) period and shall be renewable annually thereafter for four (4) consecutive one-year periods. Renewal options shall be exercised by written notice by the Public Works Director or his designee at the sole option and discretion of City. 4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, ten (10) days before the termination is effective. 5. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours. 6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties. 7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns. 8. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTORs sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required. 9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 4 Updated November 2025
10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such. 11. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed. 12. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement. 13. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement. 14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California. 17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein. 18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTORs employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not negligence or willful misconduct. 19. INDEPENDENT CONTRACTOR. This Agreement calls for performance INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 5 Updated November 2025 of the Scope of Work as an independent contractor. CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor. 20. INSURANCE. 20.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements"). 20.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence. 20.1.2 Commercial general liability insurance, unless otherwise approved by CITYRisk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence. The policy must: 20.1.2.1 Provide contractual liability coverage for the terms of this Agreement; 20.1.2.2 Provide products and completed operations coverage; 20.1.2.3 Provide premises, operations, and mobile equipment coverage; and 20.1.2.4 Contain an additional insured endorsement in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers. 20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861, CONTRACTOR must submit to CITY the following certification before beginning any work on the Improvements: I am aware of the provisions of Section 3700 of the Labor INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 6 Updated November 2025 Code which require every employer to be insured against -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. By executing this Agreement, CONTRACTOR is submitting the certification required above. The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers. 20.2 General Provisions Applying to All Insurance Types. 20.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible provision. Subject to advance approval, CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or contained in the policy conditions, that prohibits satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means including other insurance or which is intended to defeat the intent or protection of an additional insured. 20.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers must be excess of CONTRACTORmust not contribute with it. 20.2.3 The insurance required above, e insurance, must approved by CITYRisk Manager, but in no event less than A-:VII. Any deductibles, self-insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required -:VII, must be declared prior to execution of this Agreement and approved by CITY in writing. 20.2.4 The insurance required in this section must be maintained until the written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 7 Updated November 2025 policy.20.2.5 Full compensation for all premiums which CONTRACTOR is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance. 20.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by CONTRACTOR in connection with this Agreement. 20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section. 21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural. 22. KEY PERSONNEL. At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved CONTRACTOR shall not change such personnel without the approval of CITY. 23. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees. 24. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties. 25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 8 Updated November 2025 Agreement. 26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090). 27. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice: CITY: CITY OF BAKERSFIELD CITY HALL 1600 Truxtun Avenue Bakersfield, California 93301 CONTRACTOR: THE OPEN DOOR NETWORK 1921 19th ST Bakersfield, CA 93301 28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council. 29. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. 30. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of profession in California. 31. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above. 32. TAX NUMBERS. 95-2858936 INDEPENDENT CONTRACTOR'S AGREEMENT Over $100,000 Page 9 Updated November 2025 CONTRACTOR is a corporation? Yes X No(Please check one.) 33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third-party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification. 34. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. "CITY" CITY OF BAKERSFIELD THE OPEN DOOR NETWORK By: ________________________________ By: ________________________________________ KAREN GOH Print Name: Mayor Title: APPROVED AS TO CONTENT: PUBLIC WORKS DEPARTMENT By:_______________________________ ZACHARY MEYER Public Works Director APPROVED AS TO FORM: COUNTERSIGNED: Deputy City Attorney II:_______________________ Finance Director: _____________________ ASHLEY ZAMBRANO RANDY MCKEEGAN Insurance:____________ AEZ/pt S:\Public Works\Agrs\25-26\Open Door Network (fwy litter)- Agrmnt.docx Attachment(s): Exhibit A
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?
INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :
POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #
COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:
CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
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The ACORD name and logo are registered marks of ACORD
6/27/2025
License # 0D44424(661) 316-5195(661) 281-499218058The Open Door Network1921 19th St.Bakersfield, CA 93301 A 1,000,000PHPK25735520037/1/20257/1/2026100,0005,0001,000,0003,000,0003,000,0001,000,000A PHPK25735520037/1/20257/1/20265,000,000A PHUB8713490037/1/20257/1/20265,000,00010,000 ESG Agreements FY25-26Certificate holder, its mayor, council, officers, agents, and employees are an additional insured with respect to the general liability policy if required or agreed to in a written contract subject to all the provisions and limitations of the policy per form# PI-GLD-HS (10/01) attached. The general liability policy is primary per form # CG 00 01 04 13.
City of Bakersfield1600 Truxtun AveBakersfield, CA 93301 THEOPEN01CTRAMIREZ
INSURICA8500 Stockdale Highway, Suite 200Bakersfield, CA 93311Tori Ramirez, CIC, [email protected] Indemnity Insurance Company
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