City of Merced Statement of Services ContractName of City ContactPhoneExt.Description of Services to Be Provided:Check Box If Applicable to Project:License (1)* Type Business License (2)*Insurance(14)*Workers Compensation (15)**Numbers correspond to paragraph numbers on the Terms and Conditions attached hereto.Official Use OnlyBonds(6)*Prevailing Wages (16)*Consultant: Proposal/Quote1. 2. 3. Total Amount $ By completing and executing this document, Consultant agrees to be bound to the Terms and Conditions attached hereto and incorporated by reference, any additional terms and conditions found on the Purchase Order, and any other terms and conditions imposed by the City and attached hereto or in the Merced Municipal Code, and makes the City an offer for the above-mentioned services at the above-mentioned price. This agreement is not binding on the City until executed by the City Manager, or his/her designee, and a Purchase Order is issued to Consultant. Any terms and conditions proposed by Consultant shall not be binding upon the City unless expressly agreed to in writing by the designated representative of the City.The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.PrintNameSignaturePosition and TitleNameAddress of BusinessPhone:LicenseNo:DIR Registration No.:City Manager or Designee
1X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx TERMS AND CONDITIONS FOR SERVICES AND PUBLIC WORKS CONTRACTSTHESE TERMS AND CONDITIONS, (“Terms and Conditions”) are made and entered into on the date shown on the attached Statement of Services, by and between the City of Merced, a California Charter Municipal Corporation, (“City”) and the Vendor, Consultant, or Person, (“Consultant”) shown on the Statement of Services. These Terms and Conditions, Statement of Services, and Purchase Order shall herein be collectively referred to as the “Agreement.” Any words that Consultant adds to the Agreement or any form that Consultant uses in the course of business will not change or supersede these Terms and Conditions. The City must agree, in writing, to any change in terms and conditions. The City’s acceptance of any work or services is not an acceptance of Consultant’s conflicting terms and conditions should such exist. 1. CONSULTANT QUALIFICATIONS AND STANDARD OF WORK. Consultant warrants that it is fully qualified to perform the work, and holds all applicable licenses, permits, and other necessary qualifications. Consultant shall perform and complete in a good and workmanlike manner all the work described in this Agreement to the plans and specifications provided to the Consultant by City, and shall do everything required by these Terms and Conditions and other contract documents attached hereto.Consultant shall possess a valid ________________ Special California Consultant’s license at the time of bid submission for the duration of the Agreement. (Applies only if marked on the Statement of Services Form).2. CITY BUSINESS LICENSE – (Applies only if marked on the Statement of Services Form). Consultant agrees that if its business is based within the City limits or it enters into the City to conduct business then a current City of Merced business license is required. Failure to comply with this requirement could result in criminal penalties. 3. CONSULTANT’S SERVICES. Consultant shall, at its own cost and expense and as authorized and directed by the City, provide the personnel, supervision, equipment, supplies, services, administration, transportation, and other needs to complete the work described in the Statement of Services and the City’s Purchase Order, which is hereby incorporated and made a part of these Terms and Conditions, within the agreed upon time schedule and budget. The Consultant is 2X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx responsible for obtaining and administering the employment of personnel having the training, experience, licenses, and other qualifications necessary for the work assigned. All project-related costs shall be assumed and paid by the Consultant.These Terms and Conditions and Purchase Order provide the exclusive means of payment and reimbursement of costs to the Consultant by the City.Such work shall include the following:a. The Consultant shall perform the services as described in the Statement of Services and Purchase Order in full compliance with these Terms and Conditions and adopted City policies and guidelines as provided to the Consultant,and in compliance with all other applicable laws and regulations. b. The Consultant shall perform all services and prepare all documents in professional form, exercising the special experience, skill, and education required for such service. c. The Consultant shall provide finished documents of presentation quality that evidence the highest standards of investigation, professional review, public participation, and presentation. 4. SCHEDULE OF PERFORMANCE AND BUDGET. The Consultantshall satisfactorily perform the services described in the Statement of Services and Purchase Order within the Time Schedule stated or agreed to between the Consultant and the City. The Consultant shall review the remaining work and remaining budget at least monthly (or at such other interval as directed by City staff) and shall confirm that completion may be expected within the budget approved or, in the alternative, give immediate notice when it shall first appear that the approved budget will not be sufficient, together with an explanation for any projected insufficiency. The Consultant shall immediately inform the City of any problems, obstructions, or deviations of which the Consultant becomes aware affecting Consultant’s ability to complete the project in a timely, efficient, and competent manner.5. RISK OF LOSS PRIOR TO FINAL ACCEPTANCE. Risk of loss from total or partial destruction of the work, prior to final acceptance, shall be borne by Consultant regardless of the cause. Consultant shall repair or replace such damages or destroyed work to its prior undamaged condition before being 3X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx entitled to additional progress payments or final payment. Total or partial destruction or damage shall not excuse Consultant from completion of work. 6. BONDS – (Applies only if marked on the Statement of Services Form).a. Consultant shall, within fifteen (15) days of contract award and before performance of the work, file a Performance Bond, with and approved by the City, in the amount of 100 percent (100%) of the contract price. The Performance Bond shall remain in effect until recordation of the Notice of Completion, or if a Notice of Completion is not recorded by the City, for sixty (60) days after completion of the work. b. All Bonds shall be furnished by the Consultant at its own cost and expense. All bonds shall be executed by such sureties as are admitted to transact surety insurance in the State of California. Should an objection as to the sufficiency of an admitted surety on a bond be made, California Code of Civil Procedure Section 995.660 shall apply.7. INDEPENDENT CONSULTANT. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers’ compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense. In the event Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.8. COMPENSATION. Payment by the City to the Consultant for actual services rendered shall be made upon presentation of an invoice detailing services performed. 4X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx
9. TERMINATION FOR CONVENIENCE OF CITY. The City may terminate the Agreement any time by mailing via certified U.S. Mail a notice in writing to Consultant that the Agreement is terminated. Alternatively, City may send said notice by facsimile with confirming notice provided via U.S. Mail. Said Agreement shall be deemed terminated as of Consultant’s receipt of said notice, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received. 10. ASSIGNABILITY OF AGREEMENT. The Agreement contemplates personal performance by the Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Consultant under the Agreement will be permitted only with the express written consent of the City. 11. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by the Agreement shall be the property of the City, and Consultantshall deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including, but not limited to, those set forth hereinabove, prepared pursuant to the Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. 12. INDEMNITY. Consultant shall indemnify, protect, defend (with legal counsel selected by the City), save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Consultant or Consultant’s officers, employees, volunteers, and agents during performance of this Agreement, or from any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct, negligent acts, or omissions of Consultant or its employees, subcontractors, or agents, or by the quality or character of Consultant’s work, or resulting from the negligence of the City, its officers, employees, volunteers and agents, except for loss caused by the sole negligence or willful misconduct of the City or its officers, employees, volunteers or agents. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set 5X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.13. COMMUNICABLE DISEASE WAIVER AND RELEASE.Consultant waives and releases the City from any and all claims, causes of action, allegations, or assertions that may arise relating to infection of any person by COVID-19 or other communicable disease that occurs, or is alleged to occur, during the course of the performance of the work covered in the agreement. Consultant also agrees to defend, indemnify, and hold City harmless from any and all claims, causes of action, allegations, or assertions made against City or City’semployees arising from or relating to actual or alleged infection occurring during the performance of the work covered in the agreement, except where caused by the sole negligence or willful misconduct of the City.14. INSURANCE – (Applies only if marked on the Statement of Services Form). During the term of the Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage:a. General Liability. (i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. (iii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Consultant. 6X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx (iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.(v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal. b. Automobile Insurance.(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.(ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the Consultant.(iii) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.c. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant’s profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers’ coverage is to be endorsed to include contractual liability.d. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
7X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx (i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,(ii) An insurance carrier with a current A.M. Best Rating of A:VII or better (except for workers’ compensation provided through the California State Compensation Fund).e. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in the Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant’s insurance policies are not current.15. WORKERS COMPENSATION INSURANCE– (Applies Only If Marked On The Statement Of Services Form). Full workers’ compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer’s Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer’s subrogation rights against the City.16. PREVAILING WAGES – (Applies only if marked on the Statement of Services Form).a. A determination of the general prevailing rates per diem wages and holiday and overtime work where the work is performed is available for review upon request at the City of Merced, located at 678 West 18thStreet, Merced, California 95340. Consultant and subcontractors will not pay less then the prevailing rates of wages. Consultant will post one copy of the prevailing rates of wages at the job site.b. Consultant shall forfeit as penalty to City the sum of Fifty Dollars ($50.00) for each calendar day or portion thereof, and for each worker paid less then the prevailing rates under the Agreement. 8X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx
17. TRAVEL AND SUBSISTENCE PAYMENTS – (Applies only if Prevailing Wages is marked on the Statement of Services Form). Travel and subsistence payments shall be paid to each worker as defined in the applicable collective bargaining agreements filed with the Department of Industrial Relations for the particular craft, classification or type of work.18. HOURS OF WORK.a. Eight (8) hours of labor constitutes a legal day’s work. Workers shall be paid at a rate of one and one-half times (1 ½) the basic rate of pay for work in excess of eight (8) hours during a calendar day or forty (40) hours during a calendar week for the foregoing hours. b. Consultant shall keep and make available an accurate record showing the name of each worker, and hours worked each day and each week by each worker. c. As a penalty to the City, Consultant shall forfeit Twenty Five Dollars ($25.00) for each worker, including subcontractor’s workers, for each calendar day during which the worker is required or permitted to work more than eight (8) hours in one (1) calendar day and forty (40) hours in any one (1) calendar week in violation of Labor Code Sections 1810 through 1815. 19. NOTICES. Notice may be given by personal delivery or by placing the notice in a properly addressed envelope and depositing that envelope in the United States mail with first-class postage paid. 20. PROHIBITION AGAINST DISCRIMINATION. In the performance of the Agreement the Consultant will not refuse or fail to hire or employ any qualified person, or bar or discharge from employment any person, or discriminate against any person with respect to the compensation, terms, conditions or privileges of employment, because of such person’s race, color, creed, national origin, ancestry, sex or age. 21. PERMITS AND LICENSES.a. Consultant shall apply for and procure permits and licenses necessary for the work. 9X:\Forms\Agreements\Purchasing\Terms and Conditions for Services - Updated 2020.docx b. Consultant shall give notices necessary and incidental to the due and lawful prosecution of the work and shall comply duly with the terms and conditions of permits and licenses.c. Consultant shall pay charges and fees in connection with permits and licenses. 22. VENUE. The Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to the Agreement shall be held exclusively in a state court in the County of Merced. 23. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of the Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of the Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party. 24. CONFORMANCE TO APPLICABLE LAWS. Consultant shall comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under the Agreement because of race, color, national origin, ancestry, disability, sex or religion of such person.Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by the Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultanthereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City in connection therewith. 1X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx TERMS AND CONDITIONS FOR SERVICES AND PUBLIC WORKS CONTRACTS(Design Professionals)THESE TERMS AND CONDITIONS, (“Terms and Conditions”) are made and entered into on the date shown on the attached Statement of Services, by and between the City of Merced, a California Charter Municipal Corporation, (“City”) and the Vendor, Consultant, or Person, (“Consultant”) shown on the Statement of Services. These Terms and Conditions, Statement of Services, and Purchase Order shall herein be collectively referred to as the “Agreement.” Any words that Consultant adds to the Agreement or any form that Consultant uses in the course of business will not change or supersede these Terms and Conditions. The City must agree, in writing, to any change in terms and conditions. The City’s acceptance of any work or services is not an acceptance of Consultant’s conflicting terms and conditions should such exist. 1. CONSULTANT QUALIFICATIONS AND STANDARD OF WORK. Consultant warrants that it is fully qualified to perform the work, and holds all applicable licenses, permits, and other necessary qualifications. Consultant shall perform and complete in a good and workmanlike manner all the work described in this Agreement to the plans and specifications provided to the Consultant by City, and shall do everything required by these Terms and Conditions and other contract documents attached hereto.Consultant shall possess a valid ________________ Special California Consultant’s license at the time of bid submission for the duration of the Agreement. (Applies only if marked on the Statement of Services Form).2. CITY BUSINESS LICENSE – (Applies only if marked on the Statement of Services Form). Consultant agrees that if its business is based within the City limits or it enters into the City to conduct business then a current City of Merced business license is required. Failure to comply with this requirement could result in criminal penalties. 3. CONSULTANT’S SERVICES. Consultant shall, at its own cost and expense and as authorized and directed by the City, provide the personnel, supervision, equipment, supplies, services, administration, transportation, and other needs to complete the work described in the Statement of Services and the City’s Purchase Order, which is hereby incorporated and made a part of these Terms and 2X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx Conditions, within the agreed upon time schedule and budget. The Consultant isresponsible for obtaining and administering the employment of personnel having the training, experience, licenses, and other qualifications necessary for the work assigned. All project-related costs shall be assumed and paid by the Consultant.These Terms and Conditions and Purchase Order provide the exclusive means of payment and reimbursement of costs to the Consultant by the City.Such work shall include the following:a. The Consultant shall perform the services as described in the Statement of Services and Purchase Order in full compliance with these Terms and Conditions and adopted City policies and guidelines as provided to the Consultant,and in compliance with all other applicable laws and regulations. b. The Consultant shall perform all services and prepare all documents in professional form, exercising the special experience, skill, and education required for such service. c. The Consultant shall provide finished documents of presentation quality that evidence the highest standards of investigation, professional review, public participation, and presentation. 4. SCHEDULE OF PERFORMANCE AND BUDGET. The Consultantshall satisfactorily perform the services described in the Statement of Services and Purchase Order within the Time Schedule stated or agreed to between the Consultant and the City. The Consultant shall review the remaining work and remaining budget at least monthly (or at such other interval as directed by City staff) and shall confirm that completion may be expected within the budget approved or, in the alternative, give immediate notice when it shall first appear that the approved budget will not be sufficient, together with an explanation for any projected insufficiency. The Consultant shall immediately inform the City of any problems, obstructions, or deviations of which the Consultant becomes aware affecting Consultant’s ability to complete the project in a timely, efficient, and competent manner.5. RISK OF LOSS PRIOR TO FINAL ACCEPTANCE. Risk of loss from total or partial destruction of the work, prior to final acceptance, shall be borne by Consultant regardless of the cause. Consultant shall repair or replace 3X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx such damages or destroyed work to its prior undamaged condition before being entitled to additional progress payments or final payment. Total or partial destruction or damage shall not excuse Consultant from completion of work. 6. BONDS – (Applies only if marked on the Statement of Services Form).a. Consultant shall, within fifteen (15) days of contract award and before performance of the work, file a Performance Bond, with and approved by the City, in the amount of 100 percent (100%) of the contract price. The Performance Bond shall remain in effect until recordation of the Notice of Completion, or if a Notice of Completion is not recorded by the City, for sixty (60) days after completion of the work. b. All Bonds shall be furnished by the Consultant at its own cost and expense. All bonds shall be executed by such sureties as are admitted to transact surety insurance in the State of California. Should an objection as to the sufficiency of an admitted surety on a bond be made, California Code of Civil Procedure Section 995.660 shall apply.7. INDEPENDENT CONSULTANT. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers’ compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense. In the event Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.8. COMPENSATION. Payment by the City to the Consultant for actual services rendered shall be made upon presentation of an invoice detailing services performed. 4X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx
9. TERMINATION FOR CONVENIENCE OF CITY. The City may terminate the Agreement any time by mailing via certified U.S. Mail a notice in writing to Consultant that the Agreement is terminated. Alternatively, City may send said notice by facsimile with confirming notice provided via U.S. Mail. Said Agreement shall be deemed terminated as of Consultant’s receipt of said notice, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received. 10. ASSIGNABILITY OF AGREEMENT. The Agreement contemplates personal performance by the Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Consultant under the Agreement will be permitted only with the express written consent of the City. 11. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by the Agreement shall be the property of the City, and Consultantshall deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including, but not limited to, those set forth hereinabove, prepared pursuant to the Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. 12. INDEMNITY. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, protect, defend (with legal counsel selected by the City), save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property, or expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation), that arise out of, pertain to, or relate to, the negligence, recklessness, willful misconduct of Consultant or its employees, subcontractors, or agents in the performance of this Agreement. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to 5X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.13. COMMUNICABLE DISEASE WAIVER AND RELEASE.Consultant waives and releases the City from any and all claims, causes of action, allegations, or assertions that may arise relating to infection of any person by COVID-19 or other communicable disease that occurs, or is alleged to occur, during the course of the performance of the work covered in the agreement. Consultant also agrees to defend, indemnify, and hold City harmless from any and all claims, causes of action, allegations, or assertions made against City or City’s employees arising from or relating to actual or alleged infection occurring during the performance of the work covered in the agreement, except where caused by the sole negligence or willful misconduct of the City.14. INSURANCE – (Applies only if marked on the Statement of Services Form). During the term of the Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage: a. General Liability. (i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. (iii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Consultant. 6X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx (iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.(v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal. b. Automobile Insurance.(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.(ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the Consultant.(iii) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.c. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant’s profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers’ coverage is to be endorsed to include contractual liability.d. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
7X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx (i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,(ii) An insurance carrier with a current A.M. Best Rating of A:VII or better (except for workers’ compensation provided through the California State Compensation Fund).e. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in the Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant’s insurance policies are not current.15. WORKERS COMPENSATION INSURANCE– (Applies Only If Marked On The Statement Of Services Form). Full workers’ compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer’s Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer’s subrogation rights against the City.16. PREVAILING WAGES – (Applies only if marked on the Statement of Services Form).a. A determination of the general prevailing rates per diem wages and holiday and overtime work where the work is performed is available for review upon request at the City of Merced, located at 678 West 18thStreet, Merced, California 95340. Consultant and subcontractors will not pay less then the prevailing rates of wages. Consultant will post one copy of the prevailing rates of wages at the job site.b. Consultant shall forfeit as penalty to City the sum of Fifty Dollars ($50.00) for each calendar day or portion thereof, and for each worker paid less then the prevailing rates under the Agreement. 8X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx
17. TRAVEL AND SUBSISTENCE PAYMENTS – (Applies only if Prevailing Wages is marked on the Statement of Services Form). Travel and subsistence payments shall be paid to each worker as defined in the applicable collective bargaining agreements filed with the Department of Industrial Relations for the particular craft, classification or type of work.18. HOURS OF WORK.a. Eight (8) hours of labor constitutes a legal day’s work. Workers shall be paid at a rate of one and one-half times (1 ½) the basic rate of pay for work in excess of eight (8) hours during a calendar day or forty (40) hours during a calendar week for the foregoing hours. b. Consultant shall keep and make available an accurate record showing the name of each worker, and hours worked each day and each week by each worker. c. As a penalty to the City, Consultant shall forfeit Twenty Five Dollars ($25.00) for each worker, including subcontractor’s workers, for each calendar day during which the worker is required or permitted to work more than eight (8) hours in one (1) calendar day and forty (40) hours in any one (1) calendar week in violation of Labor Code Sections 1810 through 1815. 19. NOTICES. Notice may be given by personal delivery or by placing the notice in a properly addressed envelope and depositing that envelope in the United States mail with first-class postage paid. 20. PROHIBITION AGAINST DISCRIMINATION. In the performance of the Agreement the Consultant will not refuse or fail to hire or employ any qualified person, or bar or discharge from employment any person, or discriminate against any person with respect to the compensation, terms, conditions or privileges of employment, because of such person’s race, color, creed, national origin, ancestry, sex or age. 21. PERMITS AND LICENSES.a. Consultant shall apply for and procure permits and licenses necessary for the work. 9X:\Forms\Agreements\Purchasing\Terms and Conditions for Services-Design Professionals - Updated 2020.docx b. Consultant shall give notices necessary and incidental to the due and lawful prosecution of the work and shall comply duly with the terms and conditions of permits and licenses.c. Consultant shall pay charges and fees in connection with permits and licenses. 22. VENUE. The Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to the Agreement shall be held exclusively in a state court in the County of Merced. 23. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of the Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of the Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party. 24. CONFORMANCE TO APPLICABLE LAWS. Consultant shall comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under the Agreement because of race, color, national origin, ancestry, disability, sex or religion of such person.Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by the Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultanthereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the City in connection therewith.
ADVICE ON PREVAILING WAGE Be hereby notified: Pursuant to Section 1781 of the Labor Code, Consultant/Contractor is advised that the work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Consultant/Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774-1776 of the Labor Code in regards to payment of prevailing wages and to provide the City of Merced and Department of Industrial Relations certified payrolls when required. A certified copy of all payroll records relative to this project shall be submitted to the City of Merced along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment. Therefore: No Consultant/Contractor or sub-consultant/contractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No Consultant/Contractor or sub-consultant/contractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. All Consultants/Contractors or sub-consultants/contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Consultant/Contractor is further advised that the work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
CERTIFICATE OF EXEMPTION FROM PROFESSIONAL LIABILITY INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, neither I nor my company will be subject to the provisions of the professional liability insurance requirements of the State of California. I further represent and warrant that, at all times during the performance under this Agreement, my company and I shall not employ any person in any manner so as to become subject to the professional liability insurance requirements of the State of California. In the event I am, or my company is, determined to be subject to the automobile insurance requirements of the State of California, I shall indemnify, protect, defend, and hold harmless the City of Merced for the payment of any professional liability insurance premiums, claims, penalties, interests, or payments. I declare the above is true and correct and declare the same under penalty of perjury in accordance with the laws of the State of California. Executed on this , ___________ day of , 20 , at Consultant/Vendor Signature Printed Name Title Company X:\Forms\2021 Forms\CERTIFICATE OF EXEMPTION - PROF LIABILITY INSURANCE.docx -1505223 | DVBE #: 55757 PROPOSAL D250106
Heavy Demolition Office 35500 S. Welty Rd., Vernalis, Ca. 95385 | P: (209) 239-9676 | F: (209) 629-8837 CVE DEMOLTION IS A CERTIFIED DVBE COMPANY February 6, 2025 Rick Maddox Senior Engineer, PE City of Merced PROJECT: Former Merced Sun Star Building. SCOPE OF WORK: Building Demolition 1. Includes mobilization of crew and equipment. 2. Includes cost for abatement per Krazan asbestos survey quantities, portion of ACM materials may have been abated and CVE will credit back if this is true after field verification. 3. Includes demolition of existing building structure down to slab on grade. 4. Includes add/alt price for demolition of slab on grade and footings. 5. Air gapping and decommissioning of water, electrical and gas to be done by others prior to demolition. 6. Includes/Excludes demolition permit and fees. 7. Includes/Excludes air board notifications and fees. 8. All items being demolished to be off hauled. Disposal/Recycling of all demolition debris included to meet City/County Recycling requirements. Abatement Cost: $ 31,500.00 Building Demo Cost: $ 177,275.00 Slab Demo Cost: $ 89,950.00 EXCLUSIONS/CLARIFICATIONS: 1. Importing of fill material, encroachment permits, compaction/compaction testing excluded. 2. Excludes SWPPP and BMP measures. 3. Excludes salvaging of equipment. 4. Excludes performance and payment bonds (If needed CVE can provide at additional cost) 5. Excludes removal of any contaminated soils, PCB light ballasts, florescent light tubes or any other universal waste. 6. Demolition requires the use of equipment. Occasionally the weight of equipment may crack concrete and asphalt. Repair or replacing any damaged concrete or asphalt excluded. 7. Assumes GC to provide adequate access to perform work. 8. The DTSC will assess a fee for each generator that produces five tons or more of hazardous waste. This assessed fee is not included in this proposal or contract. Please be aware that if you generate more than five tons of hazardous waste, the California Department of Tax and Fee Administration (CDTFA), formerly the California State Board of Equalization (BOE) will bill you directly. 9. Anything not included in scope of work excluded from this proposal. -1505223 | DVBE #: 55757 PROPOSAL D250106
Heavy Demolition Office 35500 S. Welty Rd., Vernalis, Ca. 95385 | P: (209) 239-9676 | F: (209) 629-8837 CVE DEMOLTION IS A CERTIFIED DVBE COMPANY PROPOSAL TERMS This proposal is based upon our legal terms and conditions as included as part of this proposal. All work shall be performed in accordance with State and Federal regulations. Unless otherwise noted the customer agrees to provide a sufficient water supply to perform work mentioned above. This bid is based on performing the work during regular work hours. CVE Demolition, Inc. shall not be responsible for weather protection or for damages resulting from weather or vandalism; this proposal is subject to change and may be withdrawn if not accepted within 30 Days of the above-mentioned date. PAYMENT TERMS Cash forthwith for any portion of work commenced and completed in any one calendar month. Balance of contract price due and payable within 30 days upon completion of CVE Demolition, Inc., work. Unpaid monies shall be subject to a finance charge of 1.5% per month. The customer agrees to compensate CVE Demolition, Inc. for any collection related costs, including reasonable attorney fees, if full payment is not made to CVE Demolition, Inc. The customer agrees that the court of jurisdiction for any claim shall be located in Sacramento County. REQUIREMENTS All Movable items shall be removed from the work area prior to mobilization of CVE Demolition, Inc. crews and equipment unless otherwise stated in this proposal CVE Demolition, Inc. will not be held responsible for items missing or loss during the course of work. All savage value of all materials shall become property of CVE Demolition, Inc. This project will be scheduled and worked based upon the following work hours: 8 hours per day Monday through Friday, excluding holidays. All prices in this proposal are based on one mobilization unless otherwise noted. If an additional mobilization and/or demobilization is required, an additional cost will be charged accordingly and paid for by the customer. This proposal is based upon our legal terms and conditions as included as part of this proposal. This proposal is subject to change and may be withdrawn if not accepted within (30) days of this date. CHANGES AND EXTRA WORK Customer may change the work at any time, including changes in scope methods, scheduling or performance requirements, in case the contract price and completion time will be adjusted accordingly. DIFFERING SITE CONDITIONS If CVE Demolition, Inc. encounters subsurface or latent physical conditions at the site differing materially, or in quantity from those stated in ure, CVE Demolition, Inc. will notify customer. If such conditions cause an increase in cost or the time required for performance of any part of the work an equitable adjustment in price and contract time modified accordingly. FORCE MAJEUR CVE Demolition, Inc. shall not be deemed in default nor be liable for damages for any failure or default in performance of its work which arises out of causes beyond its reasonable control. Such sovereign or contractual capacity, fires floods, epidemics, quarantine, restrictions, strikes, freight, embargos, material shortages, or unusually severe weather. In the event the work is delayed by such causes, the time and cost for performance and repair will be equitably adjusted. GENERAL EXCLUSIONS Bonding, Retention, addendums, suspect material soils, liquidated damages, soil compaction, anything unforeseen, patch and repair, survey d in scope of work above. -1505223 | DVBE #: 55757 PROPOSAL D250106
Heavy Demolition Office 35500 S. Welty Rd., Vernalis, Ca. 95385 | P: (209) 239-9676 | F: (209) 629-8837 CVE DEMOLTION IS A CERTIFIED DVBE COMPANY ACCEPTANCE By signing below you are hereby agreeing that you have read and understand the provisions contained herein and any attachments hereto. Accepted and approved this _____________________Day of___________________ 2024 Customer CVE Demolition By: __________________________________ By: ______________________ (Print Name) Sign:________________________________ Sign:_____________________ Title: _______________________________ Title: Estimator____________ -1505223 | DVBE #: 55757 PROPOSAL D250106
Heavy Demolition Office 35500 S. Welty Rd., Vernalis, Ca. 95385 | P: (209) 239-9676 | F: (209) 629-8837 CVE DEMOLTION IS A CERTIFIED DVBE COMPANY PRELIMINARY INFORMATION REQUEST FORM Please fill out and fax back to 559-222-1174 Or Email to [email protected] CVE Demolition, Inc. is the sub-contractor on the following project. Would you please take a few minutes to answer some questions and provide the information requested. This form allows us to complete our project file and comply with the state/federal requirements that may exist regarding this project. This request in no way reflects the credit worthiness of any party named. Please return this form to fax 209-629-8837 or email [email protected]. You may also call 559-222-1122 with any questions or concerns. Project Name / Address___________________________________________________ What type of project is this? (circle one) Private Public Federal If a public or federal project, is there a payment bond? (Circle one) Yes No If yes, please provide the surety name & bond#_____________________________ Please provide the name, address and phone number for each party listed below: PROPERTY OWNER________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ General Contractor _______________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Construction Lender_______________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Other (If any)_____________________________________________________________ ________________________________________________________________________ PLEASE FILL OUT THE INFORMATION BELOW AND SEND INTO OUR OFFICE BEFORE THE START OF THE JOB.
Envelope Id: 8AA4D1D5-3818-4E4B-9757-8879699CFD8B Status: CompletedSubject: DocuSign: City of Merced Statement of ServicesTyler Contract Number: Source Envelope: Document Pages: 25 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Richard MaddoxAutoNav: EnabledEnvelopeId Stamping: EnabledTime Zone: (UTC-08:00) Pacific Time (US & Canada)678 W 18th Street Merced, CA [email protected] Address: 136.226.78.97Status: Original 3/14/2025 9:27:33 AMHolder: Richard Maddox [email protected]: DocuSignSecurity Appliance Status: Connected Pool: StateLocalStorage Appliance Status: Connected Pool: City of Merced Location: DocusignRichard [email protected] Level: Email, Account Authentication (Optional), Login with SSOUsing IP Address: 136.226.78.97Sent: 3/14/2025 9:29:02 AMViewed: 3/14/2025 9:29:15 AM Signed: 3/14/2025 9:31:26 AM Not Offered via DocusignDustin [email protected] PresidentCVE Demolition Inc.Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre-selected StyleUsing IP Address: 96.81.183.241Sent: 3/14/2025 9:31:28 AMViewed: 3/14/2025 10:14:15 AM Signed: 3/14/2025 10:15:24 AM Accepted: 3/14/2025 10:14:15 AM ID: 0bb39a26-2a90-49d2-96d4-39c8e511410fEnvelope Sent Hashed/Encrypted 3/14/2025 9:29:02 AMEnvelope Updated Security Checked 3/14/2025 9:31:06 AM Certified Delivered Security Checked 3/14/2025 10:14:15 AMSigning Complete Security Checked 3/14/2025 10:15:24 AMCompleted Security Checked 3/14/2025 10:15:24 AM ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Merced (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Merced: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected] To advise City of Merced of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Merced To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Merced To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- By selecting the check-that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Merced as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Merced during the course of your relationship with City of Merced.