CONTRACT FOR SERVICES
THIS CONTRACT is entered into this day of 2022, between the CITY OF STOCKTON, a municipal corporation (“CITY), and READY TO WORK STATE OF CALIFORNIA CORPORATION, with a business address at 119 E. WEBER AVENUE, STOCKTON, CA 95202 hereinafter called "CON TRACTOR.,” THIS CONTRACT is for the HOMELESS EMPLOYMENT LITTER PROGRAM (PROJECT NO.
OM-22-013), hereinafter referred to as “SERVICE”.
RECITALS
A. CONTRACTOR represents t hat it is licensed in the State of California and is qualified, willing, and able to provide the services proposed in the SCOPE OF WORK section of this Contract.
B. CONTRACTOR represents that it is registered pursuant to Labor Code Section 1725.5 and will register annually with the Department of Industrial Relations if the services have a wage determination for the services outlined in the SCOPE OF WORK section of this Contract.
C. CONTRACTOR represents that it will pay all required prevailing wages under California Labor Code for all services provided that have a wage determination.
D. CITY finds it necessary and advi sable to use the services of the CONTRACTOR for the purposes provided in this Contract.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions in this Contract, CITY and CONTRACTOR agree as follows:
1. SCOPE OF SERVICES.
Subject to the terms and conditions set forth in
this Contract, CONTRACTOR shall undertake and complete the services described in Exhibit A (scope and specifications) . CONTRACTOR shall provide said services at the time, place, and in the manner specified in Exhibi t A and compatible with the standards of the profession. CONTRACTOR agrees that it shall provide fully complete services including all labor, materials, tools, equipment, and insurance required and that are acceptable to the CITY.
2. COMPENSATION. CITY shall pay CONTRACTOR for services outlined in Exhibit B (fee schedule) , which is attached to this Co ntract and incorporated by this reference. CONTRACTOR agrees this fee is for full remuneration for performing all services and furnishing all staffing, materials, and tools called for in the scope of services.
The payments shall be made on a monthl y basis upon receipt and approval of CONTRACTOR’S invoice for completed work. Total compensation reimbursement for co sts shall not exceed $363,000.00 ($121,000.00 otherwise mutually agreed to in a Contract Change Order. for services and
annually) or as
Homeless Employment Litter Program, Project No. OM-22-013 (Updated 12/31/20)
EXHIBIT 1
Pursuant
to Section 22300 of the Public Contract Code, CONTRACTOR will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the CITY to ensure performance under the contract. Said securities will be deposited either with the CITY or with a State or federally chartered bank as escrow agent. Securities eligible for this substitution are those listed in Section 16430 of the California Government Code or bank or savings and loan certificates of deposit. CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.
a. Invoices
submitted by CONTRACTOR to C ITY must contain a brief
description of work performed, location of work, time used, materials and special equipment, and City project number. Payment shall be made within thirty (30) days of approval of invoice by City.
b. Upon complet
ion of work and acc eptance by CITY, CONTRACTOR shall
have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by C ITY upon receiving a written request thirty (30) days in advance of said time limitation. CITY shall have no obligation or liability to pay any invoice for work performed which CONTRACTOR fails or neglects to submit within sixty (60) days, or any extension thereof granted by the CITY, after work is accepted by CITY.
3. INSURANCE. D
uring the term of this Contract, CONTRACTO R shall
maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit C (Insurance Requirements and Forms) which is attached to this contract and incorporated by this reference and shall otherwise comply with the other provisions of Exhibit C. Maintenance of proper insurance coverage is a material element of this contract and that failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.
CONTR
ACTOR shall not commence any work before obtaining, and shall maintain in force at al l times during the duration and performance of this contract, the policies of insurance specified in Exhibit C , which is attached to this contract and incorporated by this reference, and as provided in the “contract documents” including Section 7- 1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27-1213, effective September 27, 2016.
It shall
be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in t his Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater.
The Addit
ional Insured coverage under the CONTRACTOR’s policy shall be “primary and
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 non-contributory” and will not seek contribution from the City of Stockton’s insurance or self-insurance and shall be at least as broad as ISO CG 20 01 04 13.
The limi
ts of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Stockton (if agreed to in a written contract or agreement) before the City of Stockton’s own insurance or self - insurance shall be called upon to protect it as a named insured.
All self-ins
ured retentions (SIR) must be disclosed to the CITY’s Risk Management for approval and shall not reduce the limits of liability. Payment Bond in the amount of the self-insured retention (SIR) may be required.
Polici
es containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the CITY.
The CITY
reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.
CONTRACTO
R shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
CONTR
ACTOR agrees to include with all Subcontractors in their subcontract the same requirements and provisions of thi s agreement including the indemnity and insurance requirements to the extent they apply to the scope of the Subcontractor’s work.
Subcontractors hired by CONTRACTOR agree to be bound to CONTRACTOR and the CITY in the same manner and to the same extent as CONTRACTOR is bound to the CITY under the Contract Documents. CONTRACTOR further agrees to include these same provisions with any subcontractor regardless of tier. A copy of the CITY Contract Document Indemnity and Insurance provisions will be furnished t o the Subcontractor upon request. The CONTRACTOR shall require all Subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and contractor will provide proof of compliance to the CITY.
4. INDEMNIT
Y AND HOLD HARMLESS. With the exception that this section shall in no event be construed to require indemnification by CONTRACTOR to a greater extent than permitted under the public policy of the State of California, CONTRAC TOR shall indemnify, protect, defend with counsel approved by CITY and at CONTRACTOR’S sole cost and expense, and hold harmless CITY, its Mayor, Council, officials, representatives, agents, employees, and volunteers from and against any and all claims, causes of action, liabilities, judgments, awards, losses, liens, claims, stop notices,
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 damages, expenses, and costs (including without limitation attorneys’ fees, expert and consultant fees, and other expenses of litigation) of every nature, including, but not limited to, death or injury to persons, or damage to property, which arise out of or are in any way connected with the work performed, materials furnished, or services provided under this Agreement, or from any violation of any federal, State, or municipal law or ordinance, or City Policy, by CONTRACTOR or CONTRACTOR’S officers, agents, employees, volunteers or subcontractors. CONTRACTOR shall not be obligated to indemnify or defend CITY for claims finally determined by a court of law or arbitrator to ar ise from the active negligence or willful misconduct of the CITY. It is the intent of the Parties that this indemnity obligation is at least as broad as is permitted under California law. To the extent California Civil Code sections 2782, et seq., limit the defense or indemnity obligations of CONTRACTOR to CITY, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by CONTRACTOR under the law. The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement.
With exc
eption that this section shall in no event be construed to require indemnification, including the duty to defend, by CONTRACTOR to a greater extent than permitted under the public policy of the State of California, the parties agree that CONTRACTOR’S duty to defend CITY is immediate and arises upon the filing of any claim against the CITY for damages which arise out of or are in any way connected with the work performed, materials furnished, or services provided under this Agreement by CONTRACTOR or CONTRACTOR’S officers, agents, employees, volunteers or subcontractors.
CONTRACTOR’S duties and obligations to defend the CITY shall apply regardless of whether or not the issue of the CITYS liabili ty, breach of this Agreement, or other obligation or fault has been determined. CONTRACTOR shall be immediately obligated to pay for CITY’S defense costs of the claim, including, but not limited to, court costs, attorney’s fees, and costs, expert consultant and witness fees and costs, other witness fees, document reproduction costs, arbitration fees, and, if after final judgment an appeal is pursued, all of such costs for the appeal. At the conclusion of the claim, if there is any determination or finding of sole active negligence or willful misconduct on the part of the CITY, CITY will then reimburse CONTRACTOR for amounts paid in excess of CONTRACTOR’S proportionate share of responsibility for the damages within 30 days after CONTRACTOR provides CITY with copies of all bills and expenses incurred in the defense of the claim(s). It is agreed between the parties that this reimbursement provision assures CONTRACTOR is not obligated to defend or indemnify CITY in an amount greater than provided for under California law, including, without limitation, California Civil Code sections 2782, 2782.6, and 2782.8.
With the ex
ception that this section shall in no event be construed to require indemnification by CONTRACTOR to a greater extent than permitted under the public policy of the State of California, and in addition to the other indemnity obligations in this Agreement, CONTRACTOR shall indemnify, defend, and hold harmless CITY, its Mayor, Council, officials, representatives, agents employees and volunteers from and against all claims, losses, expenses, and costs including, but not limited to attorneys’ fees, arising out of any claim brought against the CITY by an employee, office, agent, or volunteer of
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 CONTRACTOR, regardless of whether such claim may be covered by any applicable workers compensation insurance. CONTRACTOR’S indemnification obligation is not limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR under workers’ compensation acts, disability acts, or other employee benefit acts.
CONTR
ACTOR’S obligation to defend, indemnify, and hold the CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Contract for CONTRACTOR to procure and maintain a policy of insurance.
CONTR
ACTOR/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement for the full period of time allowed by law.
If any s
ection, subsection, sentence, clause or phrase of this indemnification is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this indemnification.
5. SCHEDULE AND T
ERM. CONTRACTOR shall perform the scope of work
as described in Exhibit A according to the schedule detailed in Exhibit A, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on J UNE 30, 2025 , unless extended by mutual agreement through the issuance of a Contract Change Order. This contract provides for two (2), one (1) year extensions at the same rates and terms as outlined in Exhibit A and Exhibit B.
6. CONFORMANCE
TO APPLICABLE LAWS. CONTRACTOR shall comply
with all applicable Federal, State, and Municipal laws, rules, and ordinances. a. TITLE VI
Title V
I of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d)
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.
The City
of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. b. DISCRIMI
NATION AND HARASSMENT POLICY
The City
of Stockton has a Discrimination and Harassment Policy (Exhibit D). The purpose of this policy is to reaffirm the CITY’s commitment to
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace.
c. LABOR STAN
DARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder s
hall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILIN
G WAGE
CONTR
ACTOR and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs author ized by Section 3093 and similar purposes applicable to the work to be done.
CONTRACTOR performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determinatio n for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each subcontractor's responsibility to insure that the prevailing wage rates of concern is current and paid to the employee.
i. The CONT
RACTOR performing the work shall be res ponsible for
obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pd f. The CONTRACTOR shall be responsible for posting said wage rates at a prominent location at the worksite and shall maintain same in a good readable condition for the duration of the work.
ii. Should the CO
NTRACTOR choose to work on a Saturday, Sunday or
on a holiday recognized by the Labor Unions, the CONTRACTOR shall reimburse the CITY the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directl y chargeable to the contract. Should such work be undertaken at the request of the CITY, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 the Labor Code of the State of California. To forfeit as a penalty to CITY the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under CONTRACTOR, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. The CONT
RACTOR to whom the contract is awarded shall insure that the prime and each subcontractor will in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention Contract Compliance Offi cer. It shall be the CONTRACTOR’S responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. The CO
NTRACTOR shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer a nd conduct apprenticeship programs, if applicable to the job. e. LOCAL E
MPLOYMENT ORDINANCE
Pursuant
to Stockton Municipal Code Section 3.68.095 the CONTRACTOR and all subcontractors shall make a good faith effort to employ at least 50 percent of the workforce on this project from local residents, as measured by total labor work hours. Failure of any CONTRACTOR or subcontractor to comply with these requirements shall be deemed a material breach of the contract or subcontract. CONTRACTORS and subcontractors shall maintain records necessary for monitoring their compliance with section
3.68.095.
7. CHANGE ORDERS
. CITY reserves the right to make such alterations,
deviations, additions to or omissions from the plans and specifications, including the right to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Project Manager to be necessary or advisable and to require such extra work as may be determined by the Project Manager to be required for the proper completion of the whole work contemplated.
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 Any such c
hanges will be set forth in a contract change order which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A contract change order will not become effective until approved by the City Manager and/or the City Council.
8. RIGHTS AND DUT
IES OF CITY. C ITY shall make available to
CONTRACTOR all data and information in the possession of C ITY which both parties deem necessary to complete the work, and C ITY shall actively aid and assist CONTRACTOR in obtaining such information as may be deemed necessary from other agencies and individuals.
9. OBLIGATION
S OF CONTRACTOR. Throughout the term of this Contract, CONTRACTOR represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the CONTRACTOR to practice its professions, and CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals CONTRACTOR shall meet with the Public Works Director or other personnel of C ITY or third-parties as necessary on all matters connected with the carrying out of CONTRACTOR’S services. Such meetings shall be held at the request of either party hereto. CONTRACTOR further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
10. TERMINAT
ION. This Agreement is effective on the Effective Date. The City may terminate this Contract and work pursuant to any of all scope of works at any time by mailing a notice in writing to Contractor. The Contract shall then be deemed terminated and no further work shall be performed by Contractor. If the Contract is so terminated, the Contractor shall be paid for that percentage of work actually completed at the time the notice of termination is received.
11. CONTRACTOR
STATUS. In performing the obligations set forth in this Contract, CONTRACTOR shall have the status of an independent contractor and CONTRACTOR shall not be considered to be an employee of the C ity for any purpose.
All persons working for or under the direction of CONTRACTOR are its agents and employees, and are not agents of the C ITY. Subcontractors shall not be recognized as having any direct or contractual relationship with the CITY. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of CONTRACTOR. The CONTRACTOR shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The CONTRACTOR is responsible to the CITY for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. If in the
performance of this Contract any third persons are employed by
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by CONTRACTOR.
i. It is
further understood and agreed that CONTRACTOR must issue W- 2 forms or other forms as required by law for income and employment tax purposes for all of CONTRACTOR’S personnel.
ii. As an inde
pendent contractor, CONTRACTOR hereby indemnifies and
holds CITY harmless from any and all claims that may be made against the CITY based upon any contention by any third party that employer - employee relationship exists by reason of this Contract.
12. ASSIGNM
ENT. CONTRACTOR shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the CITY, and then only upon such terms and conditions as CITY may set forth in writing.
CONTRACTOR shall be solely responsible for reimbursing subcontractors.
13. HEADINGS NO
T CONTROLLING. Headings used in the Contract are for
reference purposes only and shall not be considered in construing this Contract.
14. NOTICES
. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:
To CONTRACT
OR: Ready To Work To City: Public Works Director 119 E. Weber Ave. City of Stockton
Stockton, CA 95202 22 E. Weber Ave., Rm. 301
Stockton, CA 95202
15. LICENSE
S, CERTIFICATIONS, AND PERMITS. Prior to the CITY’S
execution of this Contract and prior to the CONTRACTOR engaging in any operation or activity set forth in this Contract, CONTRACTOR shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. CONTRACTO R covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.
16. RECORDS AND AUDIT
S. CITY reserves the right to periodically audit all
charges made by CONTRACTOR to CITY for services under this Contract. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance.
CONTRACTO
R agrees that CITY or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested, and shall
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013 permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract.
CONTRACTOR agrees to maintain such records for a period of three years from the date that final payment is made.
17. CONFIDENT
IALITY. CONTRACTOR shall exercise reasonable
precautions to prevent the unauthorized disclosure and use of CITY’S reports, information, or conclusions.
18. CONFLIC
TS OF INTEREST. CONTRACTOR covenants that other than
this Contract, CONTRACTOR has no financial interest with any official, employee, or other representative of the CITY . CONTRACTOR and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of CONTRACTOR’S services under this Contract. If such an interest arises, CONTRACTOR will immediately notify CITY.
19. WAIVER. I
n the event either CITY or CONTRACTOR at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.
20. GOVERNI
NG LAW. California law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.
21. DISPUTE R
ESOLUTION. Prior to undertaking any litigation , the Parties shall make reasonable efforts to resolve all disputes informally, including by means of a conference between senior managers of each Party having authority to resolve the dispute.
1. Venue
Any c
ontroversy or claim between the Parties shall be determined with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch, or, wher e applicable, in the federal D istrict Court of California, Eastern District, Sacramento Division.
2. If any li
tigation action or proceeding is commenced in connection with this Agreement, the prevailing Party, as determined by the court, shall be entitled to reasonable attorneys' fees (including allocated costs for in- house legal services), costs and necessary disbursements incurred in such action or proceeding.
EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013
22. NO PERSONAL LIABILITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY or for any amount due CONTRACTOR.
23. INTEGRA
TION AND MODIFICATION. The response by CONTRACTOR
to the Request for Proposals or Qualifications and the Request for Proposals or Qualifications on file with the CITY are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals or Qualifications . This Contract represents the entire integrated agreement between CONTRACTOR and CITY, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by CONTRACTOR and CITY. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.
24. SEVERABIL
ITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect.
25. THIRD PART
Y RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than CITY and CONTRACTOR. //
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EXHIBIT 1
Homeless Employment Litter Program, Project No. OM-22-013
EXHIBIT 1
DEPUTY CITY ATTORNEY
OFFICE OF THE CITY ATORNEY
EXHIBIT A
SCOPE OF WORK
Homeless Employment Litter Program (HELP)
Description
The City of Stockton requires that Contractor perform particular maintenance functions on the State highways as authorized in Section 130 of the California Streets and Highways Code. Contractor will perform such maintenance work as is specifically delegated to it, on the identified State highway routes, described in Attachment 2, Delegation of Maintenance. Attachment 2 may be subsequently modified upon written consent of both City and Contractor, acting by and through their authorized representatives.
1.1 Contract Period
Any resultant Contract shall be effective from date of contract execution, and shall remain in full force and effect for a period of three years, with the option of one, two year extension if mutually agreeable.
The City may terminate the Contract at any time as a result of unsatisfactory performance, or lack of funding.
Price Adjustment
Price adjustments shall only be made to the hourly labor rate shown on the proposed fees in the case of a published change in the applicable wage determination made by the State of California. Such price adjustments shall be made to exactly match the increased wage difference and shall only take place during the specified effective period. State wage determination based price adjustment requests must be submitted and approved as a Change Order to the original Contract.
Contract Representative
During the performance of the contract, the City will be represented by the Director of Public Works or their designee. The C ontractor shall appoint a Project Manager who shall be responsible for the performance of the work and an alternate(s) who shall act for the Contractor when the Project Manager is absent. The names of the Project Manager and alternate(s) shall be provided in writing to the City.
Services to be Provided
Employment
1.2 1.3
1.4 • Provide outreach and recruitment to homeless or near -homeless individuals to promote participation in the Homeless Employment Litter Program.
Encourage movement into and out of the program by targeting that seventy percent of the participants must be new enrollees. New •
EXHIBIT 1
EXHIBIT A
enrollees are defined as participants that have been in the program for less than one year.
Provide wages to participants through Contractor’s payroll at the current minimum wage rate, as determined by the State of California.
Maintain documentation of program participant’s employment with Contractor and provide when requested by the City.
•
•
Case Management
• Contractor will provide case management services to participants in the employment training program.
Contractor will refer participants to services at mutually agreed upon partner agencies.
Contractor will assist participants with the application process to secure permanent employment.
Contractor will provide on-going follow-up and support to employees •
•
•
and participants once participants are placed in permanent employment.
Provide data on how many individuals transitioned into permanent employment.
Provide data on how many individuals got into housing.
Provide data on how many individuals received behavioral health services.
•
•
•
Networking
• Contractor agrees to fully participate in community/taskforce meetings as delegated by the City, including but not limited to all meetings of the San Joaquin County Continuum of Care (CoC).
1.5 Maintenance Schedule and Requirements
• Contractor shall, usi ng its own trained labor force, manually gather, bag, and pile litter and debris from alongside designated highways. The City and its designated partners will provide the necessary safety instructions to Contractor. At a minimum, Contractor’s working supervisor must be trained in Caltrans freeway litter safety instruction, and therefore train all crew members. It is the responsibility of the Contractor to document, and retain, all trainings provided to all employees participating in this program.
Contractor agrees to utilize a crew/or crews approved by the City and appropriately supervised and trained to work on State rights-of-way.
Contractor agrees to utilize one or more crews of five workers and one working supervisor. The Contractor agrees to a work week not to exceed 40 hours per week, per worker. The operating weeks per year will occur between the months of April and November, or as designated by the City. This allocation of resources is anticipated to •
•
EXHIBIT 1
EXHIBIT A
provide a cleanup cycle of each route outlined in Attachment 2 every two months, with more frequent cleanups at select locations when requested by the City and its designated partners.
Contractor’s crew will clean to a level of cleanliness as determined by the City. Contractor will close and secure all bags of litter, and place them in a safe manner in stacks off of the highway for removal by Caltrans.
Contractor will provide transportation, portable toilets, and all personal protective equipment needed to perform the work in accordance with Caltrans safety instructions.
City will provide supplies (bags and other supplies) that are provided by Caltrans to the City for the Contractor.
Contractor will notify City of litter pick-up completion and report quantity of bags filled for disposal. City and or other parties will remove bags of litter from alongside roadways.
The City will provide the Contractor with a monthly litter removal schedule, in advance, and no less than 24- hours notice, prior to any litter removal activity.
In addition, other duties of a similar nature may be assigned as needed by the City.
No unauthorized person or persons not employees of the Contractor (i.e., spouse, children, brother, sister, friends, etc.) shall be allowed within the immediate work area during the performance of services under this contract.
•
•
•
•
•
•
•
1.6 Maintenance and Service Locations
The locations shown on Delegation of Maintenance, Attachment 2, can be amended as necessary by written concurrence of City and Contractor, to reflect any future changes, deletion or additions or to ensure an equitab le annual cost allocation.
Contractor agrees to notify City before 8:00 A.M. on days Contractor’s crews are unable to work. Contractor will also advise the City’s designated Contract Manager one week in advance of permanent changes to schedules.
Compensation
The City will reimburse the Contractor on an hourly rate basis for all routine maintenance work performed by the Contractor as delegated under Attachment 2. During any fiscal year, the maximum expenditure of all routes identified shall not exceed the total authorized expenditure per year amount mutually agreed upon by City and Contractor, unless such expenditure is revised by an amended Agreement. The number of lane-miles per route for routine maintenance work, as referred to in Attachment 2, may be
1.7
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increased, decreased, or redistributed between routes. Additional expenditures for specific projects may be made by the City. Such adjustments will be authorized in writing by the Public Works Director or his authorized representative and accepted by in writing by Contractor.
Attachment 2 need not be amended.
Additional expenditures, once authorized shall apply only for the fiscal year designated therein and shall not be deemed to permanently modify or change the basic maximum expenditure per route. An adjustment of any said maximum expenditure, either an increase or decrease, shall not affect other terms of the agreement.
Payment Procedure
Contractor shall provide the City with a monthly itemized invoice in a format and with a level of detail acceptable to the City. Invoices shall be accompanied by documentation of expenses for which reimbursement is sought, as well as other supporting documentation required by the City.
Contractor will submit monthly itemized invoices promptly, no later than fifteen days after the end of the reporting month. Contractor will be paid for services rendered after receipt of the itemized invoice for the work completed and once approved by the City.
Reports and Information
At such times and in such forms as the City and/or the appropriate funding entity may require, there shall be furnished to the City, such statements, records, data and information as the appropriate funding entity or the City may request pertaining to matt ers covered by this Contract. Unless authorized by the City, the Contractor will not release any information concerning any work product including any reports or other documents prepared pursuant to the Contract until the final product is submitted to the City.
The Contractor will provide to the City cumulative monthly program
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performance reports covering the Services provided under this Contract. Reports are due no later than fifteen days after the end of the reporting month, and shall be in accordance with the City’s reporting instructions.
The Contractor will cooperate with any City, State or Federal program data collection and evaluation efforts by providing the requested information for Services delivered. Failure to do so will result in the suspension and/or termination of this Agreement.
Contractor agrees to fully participate in the Homeless
Management Information System (HMIS) as operated by the San Joaquin County Continuum of Care. All data, records and information collected by the Contractor must be entered into the HMIS.
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1.10 Special Provisions
The availability of funds for the activities covered by the Scope of Work outlined herein and for performance of this Agreement, depends solely on the provision of said funds to the City.
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HOMELESS EMPLOYMENT LITTER PROGRAM
OM 22-013
READY TO WORK – COST PROPOSAL SHEET
Expenditure Category Hourly Rate Annual Cost
(34 Weeks/Yr.)
Personnel:
• Crew Salaries & Wages (5-person crew) $116.15 $71,083.80 • Crew Leader Salaries and Wages $36.84 $22,546.08
Overhead (Rolled into Salary & Wages) Annual Cost
• Consumable Supplies $3,000
• Utilities $5,000
• Rent $0
• Equipment (Including Safety Clothing) $7,000
• Transportation $6,961
• Insurance $22,062
• Rentals (Toilet) $3,000
• Meals for clients $1,075
Total Project Costs $93,629.88
Total Project Costs is calculated based on 18 hours per week for 34 weeks per year.
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NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Exhibit C:
Insurance Requirements for Most Contracts
(Not for Professional Services or Construction Contracts) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. 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 (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor 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.
3. Workers’ Compensation: 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.
It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.
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Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, 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 Contractor 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 Contractor’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, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self- insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any
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endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within th e retention.
The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Contractor shall, prior to the commencement of work under this Agreement, provide the City of Stockton with a copy of its declarations page(s) and endorsement page(s) for each of the required policies.
Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of
the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract. Contractor shall include the following language in their agreement with Subcontractors: Subcontractors hired by
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Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the contract documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the owner contract document indemnity and insurance provisions will be furnished to the subcontractor upon request
. Contractor shall provide proof of such compliance and verification to the City upon request.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
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