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MAINTENANCE AND TRADE SERVICES AGREEMENT
THIS AGREEMENT, effective the 1st day of July,2023 (“Effective Date”), is by and the CITY OF SAN PABLO, a municipal corporation organized and existing under the laws of the State of California, ("City"), and ___________________, a __________________, (“Service Provider”).
RECITALS
A. Service Provider is qualified and experienced in providing services for the purposes specified in this Agreement.
B. City finds it necessary and advisable to obtain these services from Service Provider for the purposes provided in this Agreement.
NOW THEREFORE, in consideration of th e mutual covenants and conditions in this Agreement, City and Service Provider agree as follows:
1. Services to be Performed. The work will consist of providing services for the City of San Pablo as described further in the City of San Pablo’s Request for Qualification, dated March 15, 2023 for the discipline of tree trimming and removal services, attached as Exhibit A, and the scope of services set forth in Contractor’s proposal dated ______________, attached as Exhibit B and incorporated to the extent consistent with this Agreement. As specific services are needed (“Tasks”), City shall request Contractor to provide a Task proposal including the time for performance and compensation. Consultant shall not proceed with work until approved and directed by City.
2. Compensation. The total compensation under this Agreement shall not exceed Fifty Thousand Dollars ($50,000) for each fiscal year from Fiscal Year 2023/24 through Fiscal Year 2027/28, for a total compensation not to exceed Two Hundred Fifty Thousand Dollars ($250,000) over five (5) fiscal years as follows:
On a completed deliverables basis, with a total amount paid for the delineated Tasks not to exceed $50,000 for each fiscal year.
CONTRACT YEAR NOT TO EXCEED
AMOUNT
Year 1 (FY2023/24) $50,000
Year 2 (FY2024/25) $50,000
Year 3 (FY2025/26) $50,000
Year 4 (FY2026/27) $50,000
Year 5 (FY2027/28) $50,000
Total Compensation Amount $250,000
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3. Term. The term of this Agreement (“Term”) begins on the Effective Date set forth above, and expires on June 30, 2028. If the Term expires later than the end of the City’s fiscal year, the continuation of the Term into the next fiscal year will be contingent upon the City’s lawful encumbrance or appropriation of new funds for the Agreement.
4. Method of Payment. Payment shall be made within thirty (30) days of receipt of Service Provider invoice and approval by City. Delivery of any goods shall not constitute acceptance of any goods.
5. Indemnification. Service Provider shall indemnify, save and hold harmless from and defend the City, its officers, agents and employees, against any and all claims, costs, demands, causes of action, suits, losses, expense or liability arising from, or alleged to have arisen, from any acts or omissions of Service Provider, its agents, sub-contractors, officials or employees, in connection with the execution of the work covered by this Agreement, as it may be amended, except for the sole negligence or willful misconduct of City. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used in manufacture of such tools or equipment, constitutes an infringement of any patent issued by the United States. This entire indemnification provision shall survive termination or cancellation of this Agreement.
6. Insurance. During the term of this Agreement, Service Provider shall maintain at its own cost and expense the following insurance coverage against claims for injuries to persons or damages to property that may arise from or in connection the performance of the work under this Agreement and the results of that work by the Service Provider, its agents, representatives, employees or subcontractors, with insurers with an A.M. Best's rating of no less than A:VII unless otherwise accepted by the City in writing:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b. Railroad Protective Liability. If Servic e Provider services include work within 50 feet of a railroad right of way, the Service Provider shall have removed any exclusion on their liability policy limiting coverage for work near a railroad, or shall provide a Railroad Protective Liability policy in favor of the City. Limits for such coverage shall be no less than $5,000,000.
c. Automobile Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if Service Provider has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
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d. Workers' Compensation Insurance. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. For services deemed public works, by signing this agreement, Service Provider is certifying, pursuant to Section 1861 of the California Labor Code, that: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract."
e. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Service Provider including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Service Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used).
ii. Primary Coverage. For any claims related to this contract, the Service Provider’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Service Provider’s insurance and shall not contribute with it.
iii. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
iv. Waiver of Subrogation. Service Provider hereby grants to City a waiver of any right to subrogation which any insurer of said Service Provider may acquire against the City by virtue of the payment of any loss under such insurance. Service Provider agrees to obtain any endorsement that may be necessary to affect 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.
v. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Service Provider to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
e. Certificate of Insurance and Endorsements. Service Provider shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and 4 / 2 3 Page 4
endorsements are to be received and approved by the City before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Service Provider’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
f. Subcontractors. Service Provider sha ll include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds.
g. Higher limits. If the Service Provider maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
7. Independent Contractor. At all times during the term of this Agreement, Service Provider shall be an independent contractor and shall not be an employee of City. City shall have the right to control Service Provider only insofar as the results of Service Provider’s services rendered pursuant to this Agreement and other requirements set forth in the bid or contract documents; otherwise City shall not have the right to control the means by which Service Provider accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Service Provider and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
8. Warranty Against Defects. Service Provider warrants all work done and goods provided under this Agreement shall: a) meet all conditions of the Agreement; b) shall be free from all defects in design, material and workmanship; and 3) shall be fit for the purposes intended. If any defects occur within 12 months following acceptance or any longer period of time provided by Service Provider’s or manufacturers standard warranty, Service Provider shall be solely responsible for the correction of those defects.
9. Labor Code Prevailing Wage. To the extent applicable, Service Provider shall comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and prevailing wages including:
a. No less than the general prevailing rate of per diem wages, and not less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the work under this Agreement shall be paid to all workers, laborers and mechanics employed in the execution of the 4 / 2 3 Page 5
work by the Service Provider or any subcontractor doing or contracting to do any part of the work. The appropriate determination of the Director of the California Department of Industrial Relations shall be filed with, and available for inspection, at the City offices.
Service Provider shall post, at each job site, a copy of the prevailing rate of per diem wages. The Contractor shall forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subcontractor under Service Provider.
b. City will not accept a bid proposal or enter into Agreement, without proof that the Service Provider and its subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work under Labor Code Section 1725.5, subject to limited legal exceptions.
10. Notices. This Agreement shall be administered by __________________ ("Contract Administrator"). Any formal written notice to Service Provider shall be sent to: ____________________________________________
____________________________________________
____________________________________________
____________________________________________
Any formal written notice to City shall be sent to:
City Manager
City of San Pablo
San Pablo City Hall
1000 Gateway Avenue
San Pablo, CA 94806
11. Federal Funding Requirements (if applicable). If this Agreement is subject to federal funding, in whole or in part, it must comply with the uniform federal award procurement requirements set forth in 2 CFR §§ 200.318 – 200.326, as may be amended from time to time, and contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for non-Federal Entity Contracts Under Federal Awards, which are attached to this Agreement as Exhibit B.
This Agreement is subject to federal funding. See Exhibit B. □ This Agreement is not subject to federal funding. X
12. Employment Practices.
a. Employment of Local Residents. Pursuant to the San Pablo Economic Opportunity Policy, the Contractor and any subcontractors shall contact the San Pablo Economic Development Corporation (“EDC” at [email protected] or 510-215-3200) at least ten business days prior to hiring or staffing for fulfillment of the Contract, describing number, duties and qualifications needed for available positions, and shall fairly consider for employment any workers referred by the EDC within three business days. “Local Resident” means an individual having an adjusted household income of less than the Area Median Income for Contra Costa County, and domiciled in the City of San 4 / 2 3 Page 6
Pablo as of the relevant hiring date, with “domiciled” as defined by Section 349(b) of the California Election Code. Discrimination against Local Residents on the basis of their local status is prohibited.
b. Compliance With Law. Contractor represents that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal opportunity employment. Contractor shall not discriminate in the employment of any person because of race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations under this Agreement. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Agreement. In performing work and providing services under this Agreement, Contractor shall, at its sole cost and expense, comply with all applicable laws of the United States and the State of California; the Ordinances of the City of San Pablo; and the rules, regulations, orders and directories of their respective administrative agencies and the officers thereof.
13. Local Subcontracting – Outreach. Contractor shall contact the San Pablo Economic Development Corporation (the “EDC” at [email protected] or 510-215- 3200) at least two weeks prior to any subcontract award, providing notice and details regarding subcontracting opportunity. The EDC shall notify qualified local businesses of subcontracting opportunities, and provide technical assistance to qualified local businesses during the subcontracting bidding process.
14. Miscellaneous Provisions.
a. City may terminate this Agreement at any time for cause or for convenience by mailing a notice to Service Provider. Service Provider shall be paid for that portion of goods accepted and/or services satisfactorily completed when notice is received. Service Provider may not terminate this Agreement.
b. Service Provider shall not assign or transfer this Agreement.
c. City reserves all rights and remedies available under the law and pursuant to the terms of this Agreement. If either City or Service Provider waive a breach of this Agreement, such waiver shall not constitute a waiver of other or succeeding breaches of this Agreement.
d. This Agreement constitutes the entire understanding of the parties.
e. This Agreement may only be modified by a writing signed by the authorized representative of both parties.
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f. Each of the signatories to this Agreement warrants that he or she has the authority to enter into and execute this Agreement and to bind the entity or entities on whose behalf they sign.
g. This Agreement may be executed in duplicate counterparts.
h. Multiple copies of this Agreement may be executed but the parties agree that the Agreement on file in the office of the City Clerk is the version of the Agreement that shall take precedence should any differences exist amount counterparts of the document.
i. Service Provider covenants that it has obtained all certificates, licenses, including a City Business License, permits or the like required by any federal, state or local regulatory agency in order to perform the work under this Agreement.
j. Service Provider shall comply with all federal, state and local laws, regulations and rules, including but not limited to applicable safety and environmental laws. Service Provider shall bear full and exclusive responsibility for any release of hazardous or non- hazardous substances and disposal of hazardous wastes.
k. Service Provider shall comply with current COVID-19 health orders issued by Contra Costa County Health Services at: https://www.coronavirus.cchealth.org/health- orders. Service Provider shall comply with these requirements and contact City staff immediately if there is any issue with compliance. In addition, the City requires all contractors/consultants providing services at City facilities or City worksites to comply with all City’s current COVID policies on-site as they may be amended from time to time.
l. The Service Provider will permit the City to audit, examine and make copies of all contracts, invoices, payrolls and other documents or data relating to this Agreement.
Such records shall be maintained for three years from the date of final payment under this Agreement.
m. This Agreement shall be governed by the laws of the State of California, with venue for any action under this Agreement in Contra Costa County, California.
(This space intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
CITY OF SAN PABLO: SERVICE PROVIDER:
By: _________________________ By:__________________________ Matt Rodriguez, City Manager
Title:_________________________
Dated: _________________________
Dated:________________________
(Second signature required if a corporation)
By:__________________________
Title:_________________________
Dated:________________________
ATTEST:
_____________________________________
Dorothy Gantt, City Clerk of City of San Pablo
APPROVED AS TO FORM:
______________________________
Teresa L. Stricker, City Attorney
Attachments:
Exhibit A – City of San Pablo’s Request for Qualifications dated 3/15/23 Exhibit B – Services Provider’s Proposal