GENERAL SERVICE AGREEMENT
This Agreement is made and entered into this. , 20_, by and between the Offe or ducation dia Greater Valley Conservation Corps, ali mia public boid County corporation ("Contractor").
RECITALS
A. Contractor is specially trained, experienced, and competent to perform the professional services required by this Agreement.
B. Contractor possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions specified herein.
City desires to retain Contractor to render the professional services set forth in this Agreement.
AGREEMENT
Scope of Services. Contractor shall perform the Weed Abatement services described in the attached Attachment 1 that is incorporated by this reference, and pursuant to the Proposal submitted by Contractor dated March 1th, 2022, and attached hereto as Attachment 2.
Contractor shall provide these services at the time, place, and in the manner specified in Attachment I, subject to the direction of the City through its staff that may be provided from time to time. Performance of the Weed Abatement services is sometimes referred to herein as "the Project."
2. Work Through City Staff. Contractor shall perform its services pursuant to this Agreement solely through City staff. No communications, information or documentations shall be made directly to any applicant to the City without the prior written consent of the City. This shall not apply to the sole request of information or clarification of information by Contractor from the applicant. All requests shall be noted to City in an expeditious manner.
3. Time of Performance. Contractor's services will commence July 1s!, 2022. All work shall be completed no later than June 30', 2025 with the option for the City to extend the agreement up to two (2) additional one year terms. Failure to submit work products in accordance with the Schedule of Activities may result in the City withholding progress payments. Repeated failure to complete work products in accordance with the Schedule of Activities may result in a reduction of the total compensation provided for in Section 4 herein.
4. Compensation. Without additional authorization from the City, compensation to be paid to Contractor shall not exceed One Hundred and Twenty Thousand DOLLARS ($120,000.00) per fiscal year for a total amount of Three hundred sixty thousand DOLLARS ($360,000.00). Payment by City under this Agreement shall not be deemed a waiver of any defects, even if those defects were known to the City at the time of payment.
5. Method of Payment. Contractor shall submit monthly billings to City specifying and describing the work performed during the preceding month. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.
City shall pay Contractor no later than 30 days after approval of the monthly invoice by City staff.
Payments may be delayed by City if Contractor fails to provide services in accordance with the Schedule of Activities, unless the City has provided prior written consent to any delay in the schedule.
6. Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, the term "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without the City's prior written authorization.
7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 15 days' prior written notice of termination. Upon termination, Contractor shall be entitled to compensation for services performed up to the effective date of termination upon submittal of an invoice for same.
8. Ownership of Documents; Confidentiality
A. All plans, studies, documents, and other writings prepared by and for Contractor, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Contractor for such work. City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request by City. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.
All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor. These materials shall not, without the City's prior written consent, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall these materials be disclosed to any person or entity not connected with the performance of services under this Agreement. Nothing furnished to Contractor that is otherwise known to Contractor, or is generally known, or has become known to the related profession shall be deemed confidential. Contractor shall not use City's name or insignia, photographs relating to the Project for which Contractor's services are rendered, or any publicity pertaining to the Contractor's services under this Agreement in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the City's prior written consent.
9. Contractor's Books and Records.
Contractor shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement.
Contractor shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement.
Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor's address specified in Section 16 of this Agreement.
D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or termination of Contractor's business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Contractor, Contractor's representatives, or Contractor's successor-in-interest.
10. Independent Contractor. In the performance of the work and services required by this Agreement, Contractor shall act as and be an independent contractor and not an agent, or employee of the City. Contractor shall obtain no rights to retirement or other benefits that accrue to City's employees, and Contractor expressly waives any claim it may have to any such rights.
11. Interest of Contractor,
Contractor represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner or degree by the performance of Contractor's services hereunder. Contractor further represents that, in the performance of its duties hereunder; no person having any such interest shall perform any services under this Agreement.
B. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
(1) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel 3 independent of the control and direction of the City, or of any City official, other than normal Agreement monitoring; and
(2) Possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Contractor.
City is relying upon the professional training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Contractor shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Contractor's field of expertise.
B. The primary provider of the services required by this Agreement shall be Greater Valley Conservation Corps. A list of other individuals assigned to the Project will be provided to City for its review and approval, and these individuals shall not be replaced without the City's prior written consent.
13. Compliance with Laws. Contractor shall use the customary standard of care in its profession to comply with all applicable federal, state, and local statutes, codes, ordinances, and regulations.
14. Licenses. Contractor represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Contractor to practice its profession. Contractor represents and warrants to City that 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, insurance, and approvals that are legally required of Contractor to practice its profession.
15. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Contractor's performance of this Agreement, or Contractor's failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.
16. Insurance Requirements.
A. Job specific insurance requirements can be found on the attached Attachment 4.
Other insurance provisions can be found below:
B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an A.M. Best's rating of no less than A:VII and shall be endorsed with language substantially as follows:
4 (1) The City, it's elected and appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officers, officials, employees, agents, or volunteers.
(6) The insurance provided by the policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) The City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of those deductibles or self-insured retentions.
Certificates of Insurance. Contractor shall provide to City certificates of insurance with original endorsements as evidence of the required insurance coverage. Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Manteca
1001 W. Center Street
5 Manteca, CA 95337
Attention: Cody Ross
If to Contractor: San Joaquin County Office of Education dba Greater Valley Conservation Corps
P.O. Box 213030
Stockton, CA 95213-9030
Attention: Michael Totten
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. This Agreement may be amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Assignments of any or all rights, duties, or obligations of the Contractor under this Agreement will be permitted only with the express written consent of the City.
Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law: Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
27. Authority to Enter Agreement. Contractor warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.
28. Prohibited Interests.
Contractor warrants that it has not employed or retained any person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement.
Further, Contractor warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
30. Precedence. In case of conflict between Contractor's Proposal/Contractor's attachments and the City's Agreement/City's attachments, the City's Agreement and City's attachments shall take precedence over Contractor's proposal/Contractor's attachments. 7 This Space Purposely Left Blank
TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CITY OF MANTECA: CONTRACTOR:
San Joaquin County Office of Education dba Greater Valley Conservation Corps Benjamin J. Cantu, Mayor (Type name of Contractor/form of organization)" ATTEST: By:
(Signature)
Nicholas Mueller/Director I|
Cassandra Candini-Tilton, (Type name and title)
Director of Legislative Services
COUNTERSIGNED: By:
Signature
Warren Sun/Division Director
Bret Harmon, (Type name and title)
Director of Finance
2040 E Fremont St
COUNTERSIGNED: Address:
Stockton CA 95205
Dawn Cortesi, 209-292-2700
Acting Director of Human Resources Telephone:
APPROVED AS TO FORM:
L. David Nefouse,
City Attorney
9 ATTACHMENT 1
REQUEST FOR PROPOSAL
TARTESA! CALIFO
CITY OF MANTECA
CITY Mamoca
UBLIC WORK
ARKS DEPARTMEN
REQUEST FOR QUOTE
DATE: 3/3/2022
PROJECT NAME: City of Manteca Weed Abatement
PROJECT DESCRIPTION
he City of Manteca Parks Department is requesting a quote for Weed Abatement Services for various properties an reas in right-of-way notmaintained by City crews that require landscaping and reed abatemen rior to weed abatement services being rendered, both the City and Contractor will be required to meet and diseu cations, priority, scope method of work for each location, safety concerns as well as any other items related to th my e2. dap and time prop eil be prais, del to de Copters or regrated. Or to lage of be maintaimed each year of 4 inches in height.
LENGTH OF CONTRACT
The length of this contract shall be no more than three (3) years. The initial year will begin July 1" 2022 and will end al he end of the fiscal year, June 30, 2025. The contract may be extended for an additional two (2) one-year terms
PROJECT SCOPE
Provide the City with a Quate based on the following Weed Abatement Services:
1. Total daily cost to proside manual weed abatement with use of amall equipment and physical labor.
2. Total daily rate to provide mechanical need abatement, including use of mower, tractor, disc, etc.
3. Must meet City of Manteca's Inswrance Requirements. (See Attached)
SUBMITTAL INFORMATION
Pangal must be submade cater than March 174., ', 2022 in person or by email to Cody Ross, Parks/Golf Maintenance 245 N. UNION RD. a MANTECA, CA 95337 • (209) 456-8639 • FAX (209) 923-8953 10 ATTACHMENT 2
CONTRACTOR'S PROPOSAL
CREATER
› SJCOE VALLEY
CONSERVATION
CORPS
EDUCATE • INNOVATE INSPIRE
Date: March 15, 2022
To: Cody Ross (Parks/Golf Maintenance Manager)
Agency: City of Manteca Publie Works Department
RE: Weed Abatement Services
From: Michael Totten - Greater Valley Conservation Corps LIC # 1075473 Entity: County Office of Education
San Joaquin County Office of Education (dba) Greater Valley Conservation Corps P.O Box 213030 Stockton, CA 95213-9030
209-292-2701
Cody,
ttached is the proposal of services for the San Joaquin County Office of Education (dba) Greater Valle onservation Corps (GVCC) to provide weed abatement services to the Clty of Manteca Dally Cost:
GVCC dally rate manual weed abatement/hand tools and small equipment: $1,280 GVCC dally rate mechanical weed abatement/Heavy Equipment (Bobcat of tractor plus attachment): $1,780 11 Exhlbit B, Attachment 2
NOTICE OF PROPOSAL
• The attached proposal will remain valld for a perlod no longer than 90 days beginning March 15th, 2022.
• Contract Period: July 1, 2022- June 30, 2025
• It is established law that state certified local conservation corps are exempt from prevalling wage requirements. The law specifically states that the prevailing wage law "shall not apply" to "any work pertormed by the Caltornta Conservation Corps or by Community Conservation Corps certitled by the Caltfornia Conservation Corps pursuant to Section 14507.5 of the Publie Resources Code." The law can be vlewed at: http://leginfo.ca.gov/pub/11-12/bll/asm/ab_0551 0600/ab_587_bill_20110906_chaptered.pdf
• GVCC has reviewed the proposed RFQ its enclosures, and has performed all the due dillgence necessary to confirm material facts upon which the proposal is based • All application of chemical herbicides and pesticides will be In compliance with the Callfomla Healthy Schools Act of 2000.
• All GVCC members will be in proper PPE at all times.
•GVCC will NOT be responsible for the dump fees for illegally dumped material on any of the sites listed in Exhibit A of the contract. GVCC will only remove debris that were created by GVCC I.e. trash rubbish dry grass at a half-acre or less.
• I GVCC Is to dispose of large Illegal dumping, addition Dump Fees will be Included in Invoice along with disposal fee tags.
Physical: 2040 E. Fremont St, Stockton, CA 95205
shipping: PO BOX 213030, Stockton, CA 95213-9030
Phone: 209.292.27.00
fax: 209.468.9149
www.greatervalleycc.org
12 ATTACHMENT 3
INSURANCE DOCUMENTS
Northern California ReLIEF CERTIFICATE OF COVERAGE (n04ю 00* 18/2022 prolacted insurance Program for Schools
ADMINISTRATOR: LICENSE # 0451271 HIS CERTIFICATE IS ISSUED AB A MATTER OF INFORMATION ONL senan & Associate ND CONFERS NO RIGHTS UPON THE CERTIFICATE MOLDER, TH 732 North First Street, Sulte 10 ERMIPICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAC San Jose, CA 95112 FFORDED BY THE COVERAGE DOCUMENTS BELOW ENTITIES APPORDING COVERAGE:
916.850.7160 x4192
posyonslloanan.com ENTY A Northern California ReLIEF
COVERED PARTY: ENTITYa: Protected Insurance Program for Schools
ENTITY C
ENTITY D.
ENTITYE
MEMBER
TYPE OF COVERAGE COVERAT EFFECTIVE RETAINED LIMI LIMITS
EXPIRATION DATE /DEDUCTIBLE
A GENERAL LIABILITY COMEINED SINGLE LANT EACH OCCUMENCE GENERAL ART OCCURRENCE NCR 00801-28 7/1/2021 50,000 = 1,000.000 CLAMS MADE 7/1/2022
QOVERNMENT CODES
ALTONOBLE LIABILITY COMBINEO SINOLE LIMIT EACH OCCURRENCE NCR 00801-28 7/1/2021 50,000 1,000,000
I AM ANO AUTO 7/1/2022
LANTO PETICAL DAUGE
PROPERTY NCR 00801-28 7/1/2021 25,000 • 500,250,000
7/1/2022 EACH OCCUARENCE
1 EUGE AMOURE 2000
A STUDENT PROFESSICHAL LIABILITY 11/202 50,000 = Included NCR 00801-28
/1/202 BACH OCCURRENCE
ORKERS COMPENSATIO I INSTATUTORY LOTS IA OTHER
EMPLOVERS' LIABILIT PIPS12718 1/202 •
1/20 1,000,000
L. EACH ACCIDEN
EXCESS WORKERS COMPENSATION 1,000,000
1 EMPLOYERS' LIABILITY
1,000,000
EL. ORCASE POLICY LATE
Cyber Liability NCR 00801-28 7/1/2021 : 50,000 |$5.000,000 CERTIFICATU MOLDER: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Sor Men Baroone ACCORDANCE WITH THE POLICY PROVISIONS
Manteca CA 95337
In See
John Stephens ALTTHORIZED REPRESENTATNE
2021/2022 SupeE Prot FSL | Pia Mayerta | 4/8/2022 8;11:54 AM (5070 Page 1 01 j
DISCLAMER
The Certificate of Coverage on the reverse side of this form does not constitute a contract between (he issuing endity(es), authorized represemative or producer, and the certifical halder, nor does it affmalively or negatvely amend, extend or alter the coverage afforded by the coverage documents listed thereon. 14 ENDORSEMENT
ADDITIONAL COVERED PARTY
COVERED PARTY COVERAGE DOCUMENT ADMINISTRATOR
San Joaquin County Office of Educatior NCR 00801-28 Keenan & Associates San Joaquin Co. Schools P&L ins. Grou
Subject to all its terms, conditions, exclusions, and endorsements, such additional covered party as is afforded by the coverage document shall also apply to the following entity but only as respects to liability arising directly from the actions and activities of the covered party described under "as respects" below.
Additional Covered Party:
denteca Ca 95337*
As RespActs:
a rey cons train Corps to provide We balm and San Joaquin Courly Office of Education diba Greater ity of Manteca, Its officers, agents, employees and servants are included as an Additional Covered Party espects the actions and activilies of the Covered Parl
In fee
Authorized Representative
Issue Date: 4/8/2022
15