EXHIBIT 2
1 (Rev. 10.30.18)
EXHIBIT A
STATEMENT OF WORK
1. Project Objectives.
Contractor shall provide services as outlined in the
Specifications for Pond Weed
Maintenance (PUR 24-031).
2. Project Scope.
Contractor shall provide a level of maintenan
ce that will present the facilities in a neat and
trim appearance at all times. The Contractor is expected to provide the highest level of quality in maintenance compat ible with standard horticultural practices and modern techniques accepted by the industry.
3. Specifications.
3.1 Spray Application.
Contractor shall apply at least two (2) complete weed spray/control applications each year under this contrac
t, one in the fall and one in the spring, and maintain all areas weed free for the duration of the contract. Spray a pplication shall begin as soon as weather conditions permit, and Contractor shall notify the City of Stockton at least 48 hours prior to start of work.
Contractor shall be responsible for weekly inspections of the treated areas during the c
ontract period and re-spray any re-growth of weeds of any type at no additional costs for the contract period. Any re-growth of weeds over three (3) inches in height in the treated areas shall be the responsibility of the contractor to clean-up and properly dispose of as necessary.
A
ll material generated during operations shall be removed from the site by the end of the workday. Disposal of removed plant materials, especially dis eased or infested specimens, shall be done in accordance with all applicable laws, codes, regulations, and these special provisions.
Contractor shall be responsible for purchasing all chemicals necessary for the execution of the contract, and as approved by San Joaquin County in the PCA. Safety Data Sheets (
SDS) for all chemicals proposed to be used shall be submitted with the approved PCA.
Contractor shall hold and maintain all applicable licenses for handling and application o f
herbicides throughout the length of the contract.
3.2 Mechanical Weed Removal.
Mechanical weed removal will be necessary to establish and periodically maintain the treated areas adjacent to the ponds or wetlands or
within the channels and backwash
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pond. Weeds may be removed mechanically using long reach excavators, aquamogs, or other mechanical method. Any mechanical method used shall be scheduled in advance, and the equipment self-inspected after use to prevent the transport of invasive species offsite. Removal of weeds from the backwash pond shall be done twice per year.
All material generated during operations may be disposed onsite or removed from the site by the end of the workday. Disposal of removed plant materials, especially diseased or infested specimens, shall be off-site and performed in accordance with all applicable laws, codes, and regulations.
3.3 Elderberry Trees and Bushes.
The application of weed spray shall not caus e harm to existing trees, bushes, or other desirable plantings. Extrem e caution shall be used when spraying around existing Elderberry trees or bushes. The Contractor is expected to provide the highest level of quality in maintenance compat ible with standard horticultural practices and modern techniques accepted by the industry.
3.4 Integrated Pest Management.
To the greatest extent practicable, the City expects the Contractor to use Integrated Pest Management practices, principals, and concepts and least toxic methods of pest control to achieve the expected/specified results. The Contractor is encouraged to consult the University of California Agriculture and Na tural Resources Statewide Integrated Pest Management Program at www.ipm.ucdavis.edu to determine the most effective and least toxic methods of pest control.
The Contractor shall comply with all applic able County, State or Federal regulations regarding pesticides, herbicides, and fertilizers. Contractor shall analyze plant problems and apply correct types and rates of fertilizers, insecticides, f ungicides, and herbicides.
Any insecticides, pesticides, herbicides, fungicides, and/or fertilizers used shall be applied in accordance with manufacturer's instructions.
Contractor shall advise the Cit y in writing prior to the appl ication of any insecticides, pesticides, herbicides, fungicides, and/or fertilizers. Contractor shall provide the City with Safety Data Sheets (SDS) for all insecticides, pesticides, herbicides, fungicides, and/or fertilizers proposed for use prior to their actual use. The Contractor shall provide a site- specific schedule showing wher e, when and what insectici des, pesticides, herbicides, fungicides, and/or fertilizers will be applied at least five (5) working days prior to application. Contractor is solely respons ible for any damages due to contractor's application or misapplication of insecticides, pesticides, herbicides, fungicides, and/or fertilizers.
At least three days prior to a proposed application of a pesticide, a notice shall be posted on City property. The notice shall be conspicuously posted in one or more regular locations at the site of the application. It shall be 8 1/2" by 11" and specify the pest, Contract with Chem-Weed LLC for Pond Weed Maintenance
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manner of application, proposed date of application, the time, and location. It shall contain the brand and common name of the pesticide and list the acute effects. The notice shall remain posted for three days after the application.
Pest management schedules, applications, public posting, and Safety Data Sheets (SDS) shall be discussed and reported with the Project Manager.
4. Major Deliverables.
4.1 By the fifth of January of each year, Contractor shall provide a written report of Integrated Pest Management practices, principals, and concepts and least toxic methods of pest control used during the previous 12 months (January 1-December 31).
4.2 The Contractor shall pr ovide the City with Safety Data Sheets (SDS) for all insecticides, pesticides, herbicides, fungicides, and/or fertilizers proposed for use prior to their actual use.
4.3 The Contractor shall provide a si te-specific schedule showing where, when and what insecticides
, pesticides, herbicides, fungicides, and/or fertilizers will be applied at least five (5) working days prior to application.
5. Notices.
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: Chem-Weed LLC City: City of Stockton
Attn: Art Prudhel Attn: City Manager
P.O. Box 862 425 N. El Dorado Street
Thornton, CA 95686 Stockton, CA 95202
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1 Exhibit B:
Insurance Requirements
(Pond Weed Maintenance)
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 by the Contractor, its agents, representatives, or employees.
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: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if contractor provides written verification it has no employees)
4. Pollution Liability applicable to the work being performed, to include non-aerial spraying of pesticides and herbicides, etc., with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per po
licy period of one year.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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2 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
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
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 Contract with Chem-Weed LLC for Pond Weed Maintenance
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3 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.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may r
equire 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 the 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. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Claims Made Policies (Professional & Pollution only)
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
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4 Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the a
pplicable policy language effecting coverage required
by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton 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. 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.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
Contract with Chem-Weed LLC for Pond Weed Maintenance
EXHIBIT 2
1 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said se rvices at the time, place and in the manner specified in Exhibit A of the Agreement.
2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
3. Compensation. City shall pay Contractor for se rvices rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlik e manner with due diligence in accordance with the degree of skill normally exercised by similar contractors s upplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.
5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contra ctor or its approved subcontract ors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under Contract with Chem-Weed LLC for Pond Weed Maintenance
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this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall repl ace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of serv ices under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.
6. Timeliness. Time is of the essence in th is Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.
7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreem ent for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contra ct prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional servic es, and Contractor shall not be required to perform any such additional services.
8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.
9. Contractor’s Status.
9.1 In performing the obligations set fort h in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons
working for or under the direction of
Contractor are its agents and employees and are not agents or employees of City.
Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the C ontractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
9.2 Contractor shall dete rmine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for t he requirements and results specif ied in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement.
Contractor has control over the manner and m eans of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
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9.3 If in the performance of this Agreem ent any third persons are employed by 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 requirements of law shall be determined by the Contractor.
9.4 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 assigned personnel under the terms and conditions of this Agreement.
10. Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by it
s terms. Contractor is responsible to City for
the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agreement any thir d persons are employed by Contractor, such persons shall be enti rely and exclusively under the direction, supervision and control of Contractor. Al l terms of employment including hours, wages working conditions, discipline, hiri ng, and discharging or any other term of employment or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that all Subcontractors must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Subcontractor’s personnel.
11. Termination.
11.1 Termination for Convenienc e of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
11.2 Should either party default in the perfo rmance of this Agreement or materially breach any of its provisions, t he other party, at that party’ s option, may terminate this Agreement by giving written notification to the other party.
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11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any pay ment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pur suant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
12. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and condi tions as City may set forth in writing.
Contractor shall be solely responsible for reimbursing subcontractors.
13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify Cit y of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contract or’s performance of work hereunder or its failure to comply with any of its obligations contained in this agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.
14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.
16. Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of servic es under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
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17. Licenses, Certifications and Permits . Prior to the City’ s execution of this Agreement and prior to the Cont ractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like r equired to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3 ) years from the date that final payment is made. At any time duri ng normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19. Confidentiality. Contractor shall exercise reas onable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial intere st with any official, employee or other representative of the City. Contractor and its principals do not have any financia l interest in real property, sources of income or invest ment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.
22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Feder al District Court of California, Eastern District, Sacramento Division.
23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, or dinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the ext ent that the provisions of this Agreement are severable.
25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, ph ysical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sex ual orientation, fam ily and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applic able Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrim ination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI 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 requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
26. Force Majeure. Neither party shall be respons ible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shor tage of power or other acts or causes reasonably beyond the control of that party. The party exper iencing the force majeure event agrees to give the other party notice prompt ly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumu lative of all other rights and remedies to which may be legally entitled.
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29. Advice of Attorney. Each party warrants and represent s that in executing this Agreement, it has received independent legal advice fr om its attorneys or the opportunity to seek such advice.
30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
31. Entire Agreement, Integration, and Modification.
31.1 This Agreement represents the entire integrated agr eement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.
31.2 All Exhibits to this Agreement and this Agreement ar e intended to be construed as a single document.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All c ounterparts shall be c onstrued together and shall constitute one agreement.
33. Authority. The individual(s) executing this Ag reement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
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EXHIBIT D
GOODS AND SERVICES TERMS AND CONDITIONS
1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fu lly and to the standard of per formance required in this Agreement.
1.2 “Deliverable” means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible materi al, work or thing delivered by one party to the other, includi ng associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special condit ions shall be read in conjunction with the Standard Agreement, General Terms and Conditi ons (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special C onditions of the Agreement, t hen unless a different intention stated, the provision(s) of t he Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the ext ent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that proj ect but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the servic es according to the schedule contained in Exhibit F.
3.1 Timeliness of Perform ance i) Contractor shall provide the Services, and Deliverables within the term and within t he time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Ne ither Contractor nor
Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
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4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exerci sed by members of Contractor’s profession currently practicing under similar conditions. Contra ctor shall comply with the profession’s standard of performance, applicable laws, r egulations, and industry standards. By delivery of completed work, Contractor ce rtifies that the work conforms to the requirements of this Agreem ent and all applicable f
ederal, state, and local laws. If
Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor s hall maintain that license, certification, registration, or other sim ilar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with re spect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that requi re the exercise of professional skills or judgment are accomplished by professionals qualified and competent in t he applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a time ly manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply wit h the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contract or of its responsibility for the professional skill and care and technical accuracy of its Serv ices and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.
5. Compensation
5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be com pensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compens ation for each task in Exhibit E provided Contract with Chem-Weed LLC for Pond Weed Maintenance
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that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
6. Reports and Information
Contractor shall at such times and in su ch forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewit h, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
7. Findings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Cont ractor agrees that they shall not be made available to any individual or organiza tion without the prior written approval of the City. Contractor shall no t be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applic able law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonabl y cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City re serves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables . If rejected, Deliverable will be held for dispos
ition at the expense and risk of Cont ractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.
9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conf orm to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or advertised by Contractor or the actual m anufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.
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10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and a cceptance, Deliverable deliver ed by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise us e
the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, adverti sing material and any other personal property furnished by City to Contractor, or specifical ly paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefit ing City. Contractor shall retu rn to City or shall dispose of this property only according to City’s instruction.
11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California D epartment of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.
CONTRACTOR REGISTRATION REQUIREMEN TS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Sect ion 4104 of the Public Contract Code, or engage in the performance of any c ontract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public wo rk pursuant to Section 1725.5 at the time the contract is awarded.
No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Depar tment of Industria l 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)].
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No contractor or subcontract or may be awarded a contract fo r public work on a public works project unless registered with the Depar tment of Industrial Re lations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html . In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registra tion from the Department of I ndustrial Relations (DIR) that includes the contractor’s Legal Name, R egistration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.
This project may be subject to compli ance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.
13. Shipping Terms
City shipment terms are F. O.B. Destinatio n, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date spec ified in the Agreement.
Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and item s with different stock numbers shall be boxed separately.
City reserves the right to refu se, at Contractor’s expen se, any shipments not containing
the Agreement number or stock numbers as required under this section.
14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additiona l costs resultant from City procuring substitute Deliverables elsewhere.
15. Price and Quantities
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
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1 EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for t he services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor sha ll be paid on this Agreement is $1,059,884.81 (hereafter t he “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in th is Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.
1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached. Per the bid documents, the Contractor will receive a 3% increase effective July 1 of each year beginning in the second year.
Bid
Item
Area Description Initial
Clean-up
Cost
(if applicable)
Total Proposed
Annual
Maintenance
Cost
(Year 1)
A South side of Ponds 1-3 $3,220.00 $21,336.00
B West side of Pond 3 $1,035.00 $6,858.00
C North side of Ponds 2-3 $1,840.00 $12,192.00
D North and Northeast side of Pond 1 $2,300.00 $15,240.00 E Six feet east of the perimeter road, westward to the
top of the farthest shoulder of Pond 1 levee
$460.00 $3,048.00
F West side of the wetlands to the inside toe of the
wetlands levee
$920.00 $6,096.00
G Perimeter fence on the south side of the road, north
to 6 feet north of the road.
$2,173.50 $14,401.80
H South side of the channel to the north side of the
channel.
$345.00 $2,286.00
I Perimeter of the backwash lagoon down to the
waterline and annual removal of all floating material.
$115.00 $762.00
I Twice annual cleanup of all floating material in the
backwash lagoon
$- $90,000.00
J Pipe storage area within Area E $1,725.00 $11,430.00 K John Turk Road (between pond 1 and pond 2) $1,035.00 $6,858.00 L Access road between pond 2 and pond 3. $920.00 $6,096.00 "Total Items A Through J $16,088.50 $196,603.80
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2 2. Task Price. Below is the price for the services if additional service is necessary, or if a service is not performed per specificat ion, these values will be used to determine the compensation for additional service or deduction for service not performed as described in Exhibit A of this Agreement.
Task Description Cost per Service
1 Spra y Application $230.00 / Acre
2 Debris Removal $127.00 / Acre
3 Weekl y Inspection $500.00 / Week
4 Mechanical Weed Removal - Equipment $23,600.00 / Event 5 Mechanical Weed Removal – Crew $14,400.00 / Event
6 Debris Removal $6,800.00 / Event
3. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:
City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
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1 EXHIBIT F
TIMELINE
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EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15) Contract with Chem-Weed LLC for Pond Weed Maintenance
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EXHIBIT H- CONTRACTOR'S BID DOCUMENTS
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