EBIX Insurance No. S200005360
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANT A CLARA, CALIFORNIA,
AND
BAY PRO
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Bay Pro, a California corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by'this reference:
Exhibit A- Scope of Services
Exhibit A 1 - Landscape Inventory
Exhibit A2 - Specifications for Fence Work
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Agreement with Bay Pro
Rev. 07-01-18
Exhibit E - Notice of Exercise of Option to Extend Agreement Form This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Initial Term. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2024 and extend through June 30, 2025 ("Initial Term").
B. Options to Extend. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms through June 30, 2030 ("Option Periods"). The Initial Term and Option Period shall collectively be referred to as "Term". See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
Agreement with Bay Pro
Rev. 07-01-18
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. · Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
Agreement with Bay Pro
Rev. 07-01-18
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement with Bay Pro
Rev. 07-01-18
to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement Agreement with Bay Pro
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Water and Sewer
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
Bay Pro
Attn: Mr. Anuj Gupta
1670 Berryessa Road
San Jose, CA 95133
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov /home/showdocument?id =58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Bay Pro
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
Agreement with Bay Pro
Rev. 07-01-18
[Signature Block Follows on Next Page]
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. ~ ity Attorney
CITY OF SANTA CLARA , CALIFORNIA
a chartered California municipal corporation
"CITY"
BAY PRO
City Man r
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
a California corporation
Dated: 6-19-2024 - ~
By (Signature): ===========if:\====~=================== Name: Anuj Gupta Title: CEO
Principal Place of 1670 Berryessa Road
Business Address : San Jose, CA 95133
Email Address: [email protected]
Telephone: (888) 520-1802
Fax: ~~------- ---------
Agreement with Bay Pro
Rev. 07-01-18
"CONTRACTOR "
1. SCOPE OF SERVICES
EXHIBIT A
SCOPE OF SERVICES
Contractor shall furnish all labor, materials, equipment, tools, transportation, and supervision necessary to provide landscaping maintenance, vegetation management, and related services in connection with the City's thirty-two (32) water wells and tank sites and four (4) sewer lift stations.
1.1. Routine Services
For routine landscaping services, Contractor shall perform:
1.1.1. General clean-up;
1.1.2. Trash and debris removal;
1.1.3. Weed abatement;
1.1.4. Clearance trimming;
1.1.5. Deadwooding and trimming of trees, hedges, brush, and vines for optimum plant health as specified in Appendix A 1 (Landscape Inventory); and
1.1.6. Other site-specific requirements set forth in Appendix A 1 (Landscape Inventory).
1.2. Inspection
Upon completion of the first routine landscaping service for each site, a designated City representative will inspect the site to determine if the Services are acceptable or if additional direction is needed.
1.3. Supplemental Services
"Supplemental Services" means those services that are non-routine in nature but are closely related to the services described above. When authorized in writing by the City, Contractor shall preform as-needed supplemental services, including but not limited to:
1.3.1. Removing trees as directed by the City;
1.3.2. Pruning trees as directed by the City;
1.3.3. General site cleanup beyond what is considered routine maintenance;
Agreement with Bay Pro/Exhibit A1-Landscape Inventory
Rev. 07-01-18
1.3.4. Fence installation and repair services in accordance with Figure 1 in Appendix A2;
1.3.5. Installation of new plants and/or trees; and
1.3.6. Adding mulch.
2. SCHEDULE FOR PERFORMANCE
2.1. Maintenance Schedule and Communication
Contractor shall perform the services at the frequency indicated in the Schedule of Site Maintenance Frequency (Exhibit E) of the Exemplar Agreement. Each month, Contractor shall provide the City's Utility Conservation/Efficiency Coordinator a maintenance schedule prior to commencing work. If Contractor anticipates a deviation from the schedule, Contractor must notify the City's Utility Conservation/Efficiency Coordinator a minimum of two (2) working days prior to the previously agreed upon scheduled workday.
2.2. Response Time
For work not meeting the City's requirements, the City will provide Contractor an opportunity to correct the deficient work. The City will send Contractor a written notice describing the deficient work and requesting a meeting. Contractor must respond to the City's notice by the next business day. Work shall be scheduled for completion no later than five (5) business days after the scope of corrective work is defined.
2.3. Hours of Service
Contractor must limit the operation of power tools and mowing to normal business hours (7:00 a.m. - 5:00 p.m. local time, Monday-Friday, excluding holidays) in accordance with the City's noise ordinance.
3. GENERAL REQUIREMENTS
3.1. Sustainability Practices
3.1.1. Contractor must use sustainable electrical equipment for well site work. Due to the size of tank and sewer station sites, the use of electric equipment alone may not be feasible, but is requested, wherever possible.
3.1.2. All services and materials must comply with the California State Division of Industrial Safety Orders and OSHA.
3.1.3. The use of any pesticides or herbicides for vegetation abatement is prohibited.
Agreement with Bay Pro/Exhibit A1-Landscape Inventory
Rev. 07-01-18
3.2. Disposal
Debris and trimmings shall be disposed of offsite and in accordance with local or state regulations, whichever is stricter.
3.3. Safety
Contractor shall observe and abide by all applicable laws, regulations, and requirements in the performance of work.
Agreement with Bay Pro/Exhibit A1-Landscape Inventory
Rev. 07-01-18
APPENDIXA1
LANDSCAPE INVENTORY
Contractor shall perform the services described in Exhibit A (Scope of Services) at the following locations:
Trees
less
than
12"
l..ocations Address DBH
Water Stations
Well 1-02 500 Benton Street
Well 2-02 1540 Market Street
Well 3-02 500 Benton Street 1
Well4 1087 Scott Blvd. @ Benton Street
Well6 255 Saratoga Avenue @ Sutter
Avenue
Well7 1693 Pomeroy Avenue
Well8 3095 Forbes Avenue @ Saratoga
Creek
Well 9-02 3300 Pruneridge Avenue
Well 10 3640 Forest Avenue
Well 12 3277 San Juan Ave. @ Calabazas 2 Blvd.
Agreement with Bay Pro/Exhibit A 1-Landscape Inventory
Rev. 07-01-18
Trees
12-24"
DBH
3 Trees i
greater
than
24" I
DBH Shrubs Vines Site Notes
Yearly prune trees+ prune hard shrubs
y y outside fence @ Railroad Ave. Clear trees
trimminq around site as needed.
y y Maintain ivy @ fence and front junipers +
weed abatement
Clear tree trimming @ exterior fence line +
weed abatement
Weed abatement + clean brush @ fence
y line; maintain common area, including
hards cape
y Weed abatement+ maintain front junipers
& shrubs
Weed abatement + maintain front, long
entry area & back easement; Cypress right
of entry excluded.
Weed abatement & maintenance front long
entry area.
Clean fence line & overhang tree trimmings
y y as needed + weed abatement; exterior
trees excluded.
y Winter: cut carpet roses 12" from ground +
weed abatement
y Yearly tree pruning+ weed abatement
Trees
less
than
12"
Locations Address DBH '
Well 13-02 1098 Santa Clara St. @ Main
Street
Well 14 1935 Townsend Avenue
Well 15 657 Hubbard Avenue
Well 16-02 1300 Coleman Avenue@ Brokaw
Road
Well 17-02 3470 Brookdale Drive
Well 18-02 2551 Cabrillo Avenue 3
Well 19 1580 Nelson Court
Well21 3305 Agate Drive 1
Well 22-02 1265 Pomeroy Avenue
Well23 511 Magnolia Lane
Well24 3729 Swallow Wav 1
Well26 802 Laurie Avenue @ Aberdeen
Street
Well28 1005 San Tomas Expressway
Well29 3094 Aspen Drive & Barto Street 6
Well30 1500 Warburton Avenue
Agreement with Bay Pro/Exhibit A 1-Landscape Inventory
Rev. 07-01-18
Trees
12-24"
DBH
13 3
Trees : :
greater
than
24"
DBH Shrubs Vines ' Site Notes
y y Trim tree overhang, ivy removal+ weed
abatement
y Maintain 80 linear feet of ivy as needed +
weed abatement
y y Trim overhang as needed + weed
abatement
3 Weed abatement, Pine cleanup.
y y Cut roses 18" from ground in winter + weed
abatement
Careful maintenance near neighboring
y property. Cut carpet roses 12" from ground
winter quarter. Do not prune Baccharis or
Verbena outside fence. Weed abatement
Winter: cut roses 18" from ground. Weed
2 y abatement. Trees are low-branching
Flowerina Plums.
Yearly prune/shape Arbutus tree+ weed
abatement
Quarterly weed abatement + trim tree
y overhang. Do not prune Baccharis or
Arctostaphvlos outside fence.
y Quarterly shrub trimming as needed +
weed abatement
2 Pruning of Pines + weed abatement
Quarterly weed abatement; yearly juniper
trim
Quarterly weed abatement; mostly barren
site
y y Yearly tree pruning. Shrub trimming as
needed
Tree pruning
Trees
less
than
12"
Locations Address DBH
1802 Agnew Road @ Lafayette Well32 Blvd. 7
Well34 615 Moreland Way
Well35 Lawrence Expwy.@ Calabazas 5 Creek
Downtown 1501 De La Cruz Blvd.@ Brokaw
Tanks Road
Serra Tank 5301 Stevens Creek Blvd. Site
Northside 2339 Giannera Street 1 Tanks
Hetch Hechy 4798 Great America Parkway Connection
Sewer Stations
De La Cruz 3899 De La Cruz Blvd. 14 Lift Station
Rabello
Pump 5601 Lafayette Street
Station
Northside
Pump 4495 North First Street 3
Station
Guadalupe 2502 Seaboard Avenue 2 Chart Station
Agreement with Bay Pro/Exhibit A1-Landscape Inventory
Rev. 07-01-18
Trees I
greater
Trees than
12-24" 24"
DBH DBH Shrubs Vines, Site Notes
Tree pruning. Contractor is required to
4 y maintain area between retaining wall &
sidewalk.
Quarterly weed abatement & clean up
Quarterly weed abatement
Quarterly weed abatement, trim tree
overhanq
Quarterly weed abatement. Do not prune
Oak trees.
y y Quarterly weed abatement 15' on both
sides of driveway inside back fence.
y Quarterly ivy maintenance
y y Prune trees + shrubs. Remove north wall
vines
Quarterly weed abatement to maintain
y entry roadway+ trim brush as needed;
clean site interior. Barren site.
Quarterly weed abatement. Maintain site; 5 tree removal prohibited.
Maintain tree overhang & brush on west
fence; responsibility ends at back green
fence on right.
APPENDIXA2
SPECIFICATIONS FOR FENCE WORK
Contractor shall perform fence repair services in accordance with the specifications in Figure 1 below.
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Agreement with Bay Pro/Exhibit A2-Specifications for Fence Work Rev. 07-01-18
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EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The maximum amount payable for all materials and services provided under this Agreement shall not exceed Sixty Thousand Dollars ($60,000) during the Initial Term of the Agreement, subject to the annual appropriation of funds. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
2. RATES
For Services satisfactorily performed in accordance with this Agreement, the City will pay Contractor a fixed rate per visit for routine maintenance and supplemental services in accordance with Tables 1 and 2, respectively. Contractor will bill City monthly for Services provided during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice. 3 . . PRICE ADJUSTMENT
After the Initial Term, the City reserves the right, at its own sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms ("Option Periods") pursuant to Section 2.B of the Agreement.
In the event the City elects to exercise options after the Initial Term, price adjustments may be considered by the City. The rates set forth in Tables 1 and 2 may be adjusted effective as of that anniversary and each anniversary thereafter by an amount no greater than the percentage increase in the Consumer Price Index-Urban Wage Earners and Clerical Workers (Landscaping and Groundskeeping Workers), published by the United States Bureau of Labor Statistics from the immediately preceding calendar year times the rates and charges in effect for the immediately preceding calendar year. Contractor must submit a written request to City thirty (30) days prior to the expiration date of the current term.
Agreement with Bay Pro/Exhibit B - Schedule of Fees
Rev. 07-01-18
TABLE 1: ROUTINE MAINTENANCE
Row
# location Address
1 Well 1-02 500 Benton St.
2 Well 2-02 1540 Market St.
3 Well 3-02 500 Benton St.
4 Well 4 1087 Scott Blvd. @ Benton St.
5 Well 6 255 Saratoga Ave. @ Sutter Ave.
6 Well 7 1693 Pomeroy Ave.
7 Well 8 3095 Forbes Ave.
8 Well 9-02 3300 Pruneridge Ave.
9 Well 10 3640 Forest Ave.
10 Well 12 3277 San Juan Ave.@
Calabazas Blvd.
11 Well 13-02 1098 Santa Clara St. @ Main St.
12 Well 14 1935 Townsend Ave.
13 Well 15 657 Hubbard Ave.
14 Well 16-02 1300 Coleman Ave. @ Brokaw
Rd.
Agreement with Bay Pro/Exhibit B - Schedule of Fees
Rev. 07-01-18
Total
Visits
Per Cost Per Extended
Maintenance Frequency Year Visit Price
Monthly (Feb-Jul) / 8 $220.00 $1,760.00 Quarterly (Aug~Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul)/ 8 $165.00 $1,320.00 Quarterly (Auq-Jan) Monthly (Feb-Jul) / 8 $220.00 $1,760.00 Quarterly (Auq-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Auq-Jan) Monthly (Feb-Jul)/ 8 $220.00 $1,760.00 Quarterly (Auq-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Auq-Jan) Monthly (Feb-Jul)/ 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul)/ 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Quarterly 4 $220.00 $880.00
Quarterly 4 $165.00 $660.00
TABLE 1: ROUTINE MAINTENANCE
Row
# Location Address
15 Well 17-02 3470 Brookdale Dr.
16 Well 18-02 2551 Cabrillo Ave.
17 Well 19 1580 Nelson Ct.
18 Well 21 3305 AQate Dr.
19 Well 22-02 1265 Pomeroy Ave.
20 Well 23 511 Magnolia Ln.
21 Well 24 3729 Swallow Wy.
22 Well 26 802 Laurie Ave. ® Aberdeen
23 Well 28 1005 San Tomas Expy.
24 Well 29 3094 Aspen Dr. @ Barto
25 Well 30 1500 Warburton Ave.
26 Well 32 1802 Agnew Rd. @ Lafayette
27 Well 34 615 Moreland Wv.
28 Well 35 Lawrence Expy @ Calabazas
Creek
29 Downtown 1501 De La CrUz Blvd. @
Tanks Brokaw Rd.
30 Serra Tank 5301 Stevens Creek Blvd. Site
31 Northside 2339 Giannera St. Tanks
32 Hetch Hechy 4798 Great America Pkwy. Connection
Agreement with Bay Pro/Exhibit B - Schedule of Fees
Rev. 07-01-18
Total
Visits
Per Cost Per Extended
Maintenance Frequency Year Visit Price
Monthly (Feb-Jul)/ 8 $220.00 $1,760.00 Quarterly (AuQ-Jan) Monthly 12 $165.00 $1,980.00
Quarterly 4 $165.00 $660.00
Quarterly 4 $165.00 $660.00
Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (Aug-Jan) Quarterly 4 $220.00 $880.00
Quarterly 4 $440.00 $1,760.00
Monthly 12 $165.00 $1,980.00
Monthly (Feb-Jul) / 8 $165.00 $1,320.00 Quarterly (AuQ-Jan) Quarterly 4 $165.00 $660.00
Quarterly 4 $165.00 $660.00
Quarterly 4 $220.00 $880.00
Quarterly 4 $330.00 $1,320.00
Quarterly 4 $880.00 $3,520.00
Quarterly 4 $880.00 $3,520.00
Quarterly 4 $220.00 $880.00
TABLE 1: ROUTINE MAINTENANCE
Row
# Location Address
Sewer Stations
33 De La Cruz 3899 De La Cruz Blvd. Lift Station
34 Rabello 5601 Lafayette St. Pump Station
35 Northside 4495 North First St. Pump Station
36 Guadalupe 2502 Seaboard Ave. Chart Station
Total
Agreement with Bay Pro/Exhibit B - Schedule of Fees
Rev. 07-01-18
Total
Visits
Per Cost Per Extended
Maintenance Frequency Year Visit Price
Quarterly 4 $330.00 $1,320.00
Quarterly 4 $880.00 $3,520.00
Quarterly 4 $660.00 $2,640.00
Biannually 2 $330.00 $660.00
$53,240.00
TABLE 2: SUPPLEMENTAL SERVICES
Tree Pruning Services
1 Tree pruning services (less than 12" DBH)
2 Tree pruning services (12"-24" DBH)
3 Tree pruning services (greater than 24" DBH)
Tree Removal Services
4 Tree removal services (less 12" DBH)
5 Tree removal services (12"-24" DBH)
6 Tree removal services (greater than 24"DBH)
Supplemental Services
7 Fence repair per linear foot
8 Planting trees up to #15 (15-gallon) container size
9 Planting shrubs/perennials up to #5 (5-gallon) container size Mulching occurrences at well site frontage: spreading wood chips delivered to site 10 by the City
Agreement with Bay Pro/Exhibit B - Schedule of Fees
Rev. 07-01-18
Unit Cost
$150.00
$400.00
$2,000.00
$1,000.00
$4,000.00
$10,000.00
$150.00
$500.00
$150.00
$250.00 per yard
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
.1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,'000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Bay Pro/Exhibit C - Insurance Requirements Rev. 07-01-18
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed 9y, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 1 O 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Bay Pro/Exhibit C - Insurance Requirements Rev. 07-01-18
insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Bay Pro/Exhibit C - Insurance Requirements Rev. 07-01-18
complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara - Water and Sewer Utilities
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Bay Pro/Exhibit C - Insurance Requirements Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
I. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.
Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed .on the project as an apprentice and receive the applicable apprenticeship , prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Bay Pro/Exhibit D - Labor Compliance Addendum Rev. 07-01-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor 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 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
8. No contractor or subcontractor 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. Contractors MUST be a registered "public works contractor'' with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Bay Pro/Exhibit D - Labor Compliance Addendum Rev. 07-01-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.
K. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.
City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with Bay Pro/Exhibit D - Labor Compliance Addendum Rev. 07-01-18
EXHIBIT E
NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:
CONTRACTOR:
DATE:
Pursuant to Section _ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:
I OPTION NO. #of#
NEW OPTION TERM
I Begin date:
End date:
0 CHANGES IN RA TE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:
Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term:
For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.
Approved as to Form:
GLEN R. GOOGINS
City Attorney
Dated:
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771
Agreement with Bay Pro/Exhibit E-Notice of Exercise of Option Rev. 07-01-18