CITY OF PLEASANT HILL
GENERAL SERVICES AGREEMENT
This Agreement is entered into as of March 13th, 2023, between the City of Pleasant Hill ("City") and Frank & Grossman, ("'Consultant").
1. Scope of Services; Compensation. The Scope of Services to be provided under this Agreement and the compensation to be paid Consultant are attached as Exhibit A. The compensation amount may not exceed $ 18,100 per month.
Time of Performance. The services of Consultant are to commence upon execution of this Agreement and shall continue until all authorized work is approved by the City, and no later than June 30, 2024.
3. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the receding month. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff. Whe ayments equal 90% of the maximum fee, no further payments shall be made until the final work under this Agreement ha been accepted by City.
Indemnity; Insurance. Consultant agrees to defend, indemnify and hold harmless the City, its officers, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including related costs and expenses), arising out of the performance of this Agreement, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, agents, employees or volunteers.
Consultant, at its own cost, shall maintain insurance as required and set forth on the attached Insurance Requirements.
5. Miscellaneous provisions.
a. Ownership of Documents. Consultant shall maintain documents and records related to this Agreement for a period of three years and shall make them available at City's request.
Independent Contractor; Absence of Conflicts. It is understood that Consultant is acting as an independent contractor and not as an agent or employee of the City. Consultant shall obtain no rights to retirement or other employee benefits.
C. Compliance with Laws; Licenses. Consultant shall comply with all applicable laws. Consultant shall maintain a City of Pleasant Hill business license.
d. Entire Agreement; Amendments. This Agreement constitutes the entire Agreement between the City and Consultant. It may be amended only in writing, signed by both parties. e. Litigation. This Agreement is governed by California law, and any action brought under this Agreement shall be held exclusively in a state court in Contra Costa County. If either party begins an action arising out of this Agreement, the prevailing party is entitled to its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
6. Termination. This Agreement may be terminated immediately for cause or by either party without cause upon 15 days' written notice of termination. Upon termination, Consultant is entitled to compensation for services performed to the date of termination.
Frank & Grossman Landscape
Contractors
CITY OF PLEASANT HILL CONSULTANT
June W. Catalano, City Manager Title: Vice President
ATTEST: Business License # 454266
Danielle K. Navarro, City Clerk
Insurance approved (initial) by City Attorney
Attachments: Insurance Requirements (reverse side;
A. Scope of Services and Compensation
Insurance Requirements: General Services Agreement (from Agreement, paragraph 4) a. General. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies.
i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least 30 days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City.
If the Consultant does not have any employees, he or she shall initial this Certificate of Exemption from Workers' Compensation Insurance: I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in a manner so as to become subject to the Workers' Compensation Laws of the State of California.
Date: 2/23/2023
General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than $2,000,000 combined single limit for each occurrence. b. Policy Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A: VII and shall be endorsed with the following specific language:
The City of Pleasant Hill, its elected or 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 Consultant, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or 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.
If Consultant maintains higher insurance limits than the minimums specified herein, City shall be entitled to coverage for the higher limits maintained by the Consultant.
iii. This insurance shall act for 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. iv. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
The insurance provided by this 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.
C.. 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, Consultant shall demonstrate financial capability for payment of such deductibles or self- insured retentions.
Certificates of Insurance and Endorsements. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such 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. e. Wasting Policies. No policy required herein shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense).
Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.