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EXHIBIT A
STATEMENT OF WORK
1. P roject Objectives
Contractor to perform landscaping services at Delta Water Treatment plant, located at 11373 N. Lower Sacramento, Stockton, CA 95242.
2. P roject Scope
2.1 The Contractor shall, to provide a level of maintenance that will present the facilities in an attractive, desirable, neat, and trim appearance at all times. It is the intent to call for the highest level of quality in maintenance compatible with standard horticultural practices and modern techniques accepted by the industry.
The Contractor agrees to maintain all designated areas covered by these special provisions at this level. The Municipal Utilities Department Representative/Project Manager, Supervisors, and Director shall be the sole judge as to whether Contractor’s work conforms to the specifications.
2.2 The Contractor shall be an independent contractor and shall not for any purpose be deemed to be an employee, agent, or other representative of the City. The Contractor shall not assign, sublet, transfer, or otherwise substitute its interest in this work, or any of its obligations, without the prior written consent of the City.
2.3 The Contractor shall maintain the facilities by means of regular and scheduled watering, weeding, fertilizing, mowing, cultivation, trimming, edging, pruning, operation and maintenance of the irrigation system, regular trash/debris collection/disposal, all as described in Sections 8- 15, and any other operations necessary to keep the areas in an attractive, desirable, neat and trim appearance at all times.
2.4 The Contractor shall adhere to the schedule of frequency, as described in Sections 8-15.
2.5 The Contractor shall be responsible for any and all damage to any improvements and landscaping which is a result of the Contractor’s actions. The Contractor shall repair or replace any damaged improvement and landscaping to the satisfaction of the Municipal Utilities Department Representative/Project Manager, at no cost to the City.
2.6 The Contractor shall provide at their own risk, all labor, materials, supervision, tools, equipment, insurance, storage, transportation, hauling dumping, proper protection and all other items needed, or as directed to perform the work described in these special provisions.
2.7 The Contractor shall have knowledge and expertise with irrigation systems and be able to provide additional work such as irrigation repairs and replanting.
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2.8 The Contractor and Contractor’s employee(s) shall wear a uniform which clearly identifies the Contractor’s company and the employee. Such uniform shall be consistent for all workers and shall be worn at all times while performing the work, as per this document. Said uniform shall be kept in a neat, clean and orderly manner. All Contractor’s maintenance vehicles, or vehicles of those persons representing the Contractor shall be in proper working order and in good state of repair. Also, such vehicle(s) shall clearly present the Contractor’s company name, address, and telephone number of a local office. Automobile insurance approved by the City’s Risk Services shall be valid for all vehicles used during the execution of the contract for the entire term and any extensions.
2.9 The Contractor shall perform work contemplated herein in a good and workmanlike manner to the satisfaction of the Municipal Utilities Department Program Manager. The Contractor shall cooperate with the Program Manager to enable determination of contract compliance. If any work does not meet the standards specified, the Contractor will be responsible for correcting such deficiencies within five (5) working days or as directed by the Program Manager.
Corrections shall be at no additional cost to the City of Stockton. The Contractor is expected to use additional personnel for corrections. There shall be no delay of regular maintenance to complete corrections.
2.10 The Contractor shall ensure supervision of all work crews at all times while performing work under contract agreement. Personal supervision is not required, providing that equipment or other means are provided which enables the work crews to communicate with the Contractor at all times. Each work crew shall have a designated person on the work site that has the authority to respond to inquiries from the Municipal Utilities Department Representative/Project Manager and any citizens about work details or priorities. This designated person shall be able to accurately and effectively communicate any information essential to the operation of the organization. The Contractor shall employ a sufficient number of staff to ensure performance of the work described. All work shall be performed by experienced staff directly employed by the Contractor. The Contractor shall provide management and technical supervision through competent supervisors, as required, to implement modern methods and newly developed horticultural procedures. The Contractor shall be responsible for the skills, methods, and actions of the Contractor’s employees and for all work.
2.11 All work shall be performed with the utmost concern for the safety of both the workers and the public.
2.12 The Contractor and their staff shall meet the following qualifications:
a) All landscaping services shall be performed by a person(s) with at least one (1) year of relevant landscaping experience, and directly employed and supervised by the Contractor.
b) Shall have at least two (2) years of relevant experience in landscape/grounds care maintenance of facilities similar in size and EXHIBIT 1
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amenities to those on which Contractor has bid.
c) Shall have someone in their employ that can operate and troubleshoot problems with irrigation booster pumps.
d) Shall have adequate equipment and employ adequate staff to maintain the facilities.
e) Shall provide proof that any chemicals used in the performance of their duties have been approved for general use by the San Joaquin Department of Environmental Health. Any special permits required to use herbicides, pesticides, and/or fertilizers are the sole responsibility of the Contractor.
3. A
WARD SUBMITTAL
3.1 Within twenty one (21) calendar days after the award of the contract, the Contractor shall submit a work schedule showing the proposed dates, times, and locations of the maintenance work to be performed to the Municipal Utilities Department Representative/Project Manager. The Contractor shall not be allowed to commence work until a work schedule is submitted. Should the Contractor wish to later modify the schedule, a written request must be submitted to and approved by the Municipal Utilities Department Representative/Project Manager prior to the revised schedule becoming effective.
3.2 Attached to the monthly billing, the Contractor shall provide the Municipal Utilities Department Representative/Project Manager the following reports:
a) Completed maintenance checklist. Maintenance checklist shall be generally in the format as shown in Attachment A.
b) Any problems encountered and recommendations for resolution of problems outside the contract’s scope of services.
c) An accounting of disposal of waste generated by maintenance activities.
This accounting shall include the amount of material, type of material and where material was disposed, including copies of disposal tickets/receipts.
3.3 The Contractor shall submit certified delivery slips for all material(s) required to be supplied with the contract. On a monthly basis, the certified delivery slips shall be submitted to the Municipal Utilities Department Representative/Project Manager for verification. Materials shall be the best available. Upon request, samples of the material supplied shall be submitted to the Municipal Utilities Department Representative/Project Manager for review and approval.
4. I
NSPECTIONS
Staff from the Municipal Utilities Department will conduct regular inspections of Contractor’s work.
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5. M EETINGS
At least once (1) each month, the Contractor shall meet with the Municipal Utilities Department Representative/Project Manager. The purpose of the meeting is to review the status of maintenance activities, conformance of the work to the specifications, discussing areas to be maintained, contractor’s work schedule, areas that need special attention or correction, and any difficulties the contractor may be experiencing. Failure to be available to meet with the Municipal Utilities Department Representative/Project Manager on a monthly basis will constitute a breach of contract. During this meeting, the Contractor is expected to report any and all conditions that may exist or occur which detract from the appearance of the landscaping or site improvements or that pose a potential threat to public health or safety or longevity of site improvements. Said reporting shall be done even if correction of the condition is not within the scope of service required of the Contractor.
6. M
AINTENANCE TASKS
It is the intent of these special provisions that the Contractor provide a level of maintenance that will present the facilities in an attractive, desirable, neat and trim appearance at all times. It is expected that the Contractor will provide that level of maintenance by operations including, but not limited to, regular and continual mowing, trimming, pruning, regular operation/adjustments to the irrigation system, weeding, and blowing off debris. The Contractor is expected to provide the highest level of quality in maintenance compatible with standard horticultural practices and modern techniques accepted by the industry.
7. HO
URS OF WORK
All maintenance work using equipment powered by an internal combustion engine, including, but not limited to mowers, blowers, edgers, and trimmers, is expected to be performed between the hours of 7:00 a.m. and 4:00 p.m.
8. S
HRUBS, VINES, GROUNDCOVER, AND SHRUB/FLOWER/PLANTER BEDS
MAINTENANCE
8.1 The Contractor shall keep the shrubs, vines, groundcover, and shrub/flower/planter beds, shown in Attachment C, in an attractive desirable, neat, trim and weed- free appearance at all times. It is expected that the Contractor shall provide that level of maintenance by operations including but not limited to continual and regular trimming, pruning, and regular operation/adjustments to the irrigation system.
8.2 Excessive water run -off or saturated/flooded areas will not be permitted.
Contractor is expected to modify irrigation schedule to accommodate changes in seasons and weather conditions. The application is to be slow enough for the water to soak-in, rather than run- off. The Contractor is expected to provide the EXHIBIT 1
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highest level of quality in maintenance compatible with standard horticultural practices and modern techniques accepted by the industry.
8.3 Trimming, pruning, and thinning of shrubs is expected to be done approximately once a week from early spring to early fall, and once a month from early fall to early spring. Trimming/pruning may have to be performed more often to keep the plant material in conformance with these specifications.
8.4 Shrubs, vines, and ground cover planted adjacent to fences, buildings, walls pedestal-type utility enclosures, or other vertical elements shall be kept trimmed/pruned so that branches do not rub or become entangled in the feature.
A clear path to any feature requiring routine access shall also be maintained.
8.5 The Contractor may use growth regulators and shall obtain permission from the Municipal Utilities Department Representative/Project Manager prior to use.
8.6 All shrubs, vine, ground cover, and planter/flower beds shall be kept in a weed- free state. All weeds and foreign growth must be removed as soon as it appears.
The Contractor shall remove/destroy/kill all weeds within the areas to be maintained including adjoining sidewalks, curbs and gutters. See Attachment E for example. The Contractor shall remove any dead plant material. All shrub and flower beds shall be maintained in a weed- free state. Weeds shall be removed at the first sign of growth using proper horticultural techniques and weeding tools so that desired plant material is not damaged.
8.7 All material generated during trimming/pruning operations shall be removed from the site by the end of the workday. Disposal of removed plant materials, especially diseased or infested specimens, shall be done in accordance with all applicable laws, codes, regulations, and these special provisions.
8.8 Volunteer plant material, including but not limited to shrubs, vines, trees, palms, etc., that exist as a result of natural or volunteer growth and not intentionally planted as part of the landscaping shall be removed. Any of this natural or volunteer growth is to be pruned, removed and the stump treated with herbicide to prevent re-growth.
8.9 Ground cover/planter areas shall be fertilized twice each year. Fertilizer is to be applied in the spring and fall each with exact date to be adjusted based upon weather conditions. Kellogg’s triple 6 (6-6-6) or approved equal shall be applied at the rate of two (2) pounds of actual nitrogen per 1,000 square feet. Follow all manufacturer instructions.
8.10 Dead flower material shall be removed as needed and with care as not to remove any new buds.
8.11 At the end of each season, perennials shall be cut back to ground level after the foliage had died back.
8.12 All annual flowers shall be removed, if damaged by frost. The bed shall then be raked level and all debris removed and disposed of by the Contractor.
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8.13 Bushes shall be kept trimmed/pruned at all times, not to exceed a height of four feet.
8.14 Shrubs shall be kept trimmed/pruned at all times to:
a) at least six (6) inches behind the back of all sidewalks, b) at least six (6) inches from any header board or concrete mow band defining a shrub or planter bed,
c) at least six (6) inches from the face of any masonry fence/back-up wall, and d) at least six (6) inches below the top of any fence/back-up wall.
8.15 Shrubs in the median islands shall not be allowed to grow higher than thirty (30) inches above the median curb. Shrubs shall be kept trimmed so they do not interfere with the operation of the irrigation system. Shrubs planted adjacent to fences, buildings, walls, pedestal -type utility enclosures, or other vertical elements shall be kept trimmed/pruned so that branches do not rub or become entangled in the feature. A clear path to any feature requiring routine access shall also be maintained. All trimming/pruning shall conform to the Western Chapter of the International Society of Arboriculture standards.
8.16 Vines that are incorporated into landscaping shall be kept trimmed at all times so they do not extend more than four (4) inches from the face of fence/back -up wall and shall be kept trimmed to the bottom of the capstone of the fence/back - up wall; or if the re is no capstone, kept trimmed to six (6) inches below the top of any fence/back-up wall. Vines shall be kept trimmed so they do not grow into the adjacent ground cover, shrubs, trees or any other plant material. Vines that have grown into the adjacent ground cover, shrubs, trees or any other plant material shall be removed. Vines shall be kept trimmed so they do not interfere with the operation of the irrigation system. Vines planted adjacent to fences, buildings, walls, pedestal-type utility enclosures, or other vertical elements shall be kept trimmed/pruned so that they do not rub or become entangled in the feature. A clear path to any feature requiring routine access shall also be maintained.
8.17 Ground cover shall be kept trimmed/pruned so it does not extend over sidewalks, pathways, and curbs at any time. Ground cover shall be kept trimmed back from hard-surfaced materials, header boards, shrubs, trees, and utility/equipment enclosures. Ground cover shall be kept trimmed to a height of twelve (12) inches or less. Ground cover shall be kept trimmed so as not to interfere with the operation of the irrigation system. Ground cover planted adjacent to fences, buildings, walls, pedestal type utility enclosures or other vertical elements shall be kept trimmed/pruned so that branches do not rub or become entangled in the feature. A clear path shall be maintained to any feature requiring routine access.
8.18 All ground covers shall be mowed annually if required by the type of plant material.
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9. E LDERBERRY BUSH MAINTENANCE
Upon Contract award, the Contractor should inspect all elderberry bushes, photos in Attachment D, at specified locations. Due to environmental regulations for the Valley Elderberry Longhorn Beetle (protected beetle), a pre-trim inspection of the elderberry bushes must be completed to ensure no evidence of the protected beetle was observed. Any evidence of the protected beetle observed needs to be photographed and reported to City staff (Program Manager I – Water). All elderberry bushes shall be maintained (trimming branches less than 1 inch.) Contractor shall contact the Program Manager for any additional information or clarification.
10. T
REES AND TREE WELLS
10.1 Upon contract award, the Contractor should inspect all trees for existing damage prior to conducting any work activity in the facilities. Observed tree damage shall be documented by Contractor in writing to the Municipal Utilities Department Representative/Project Manager.
10.2 All trees shall be irrigated to maintain a healthy and vigorous appearance at all times. Excessive water run-off or flooded tree-wells will not be permitted.
10.3 The contractor shall re- tie trees as necessary. The Contractor shall inspect all trees after wind and rainstorms to determine if any damage has occurred. Broken branches shall be pruned. Stakes shall be straightened and adjusted. Broken ties shall be replaced as necessary so that the tree trunk is in a plumb, vertical condition. Contractor shall contact the Program Manager or the Municipal Utilities Department Representative/Project Manager regarding all observed tree damage and any tree(s) that require re- staking. If the tree stake(s) is/are not broken, Contractor is expected to re- set stakes and re -tie tree. If stakes are broken, Contractor shall contact the Municipal Utilities Department Representative/Project Manager for direction.
10.4 The Contractor shall trim and/or remove any low -hanging branch(es) over sidewalks in order to provide a minimum of seven (7) feet vertical clearance for pedestrian passage. The Contractor shall immediately trim any tree branch(es) that obstruct any traffic control sign(s). Major tree trimming/pruning is not included in this work.
10.5 Tree wells shall be kept weed- free at all times. Tree-wells are defined as those areas adjacent to trees, shrub beds, and other purposefully planted landscape areas in which all plant growth is removed, and a protective covering of organic substances is placed (to prevent evaporation of moisture, control weed growth, prevent mechanical damage to landscape and for aesthetic reasons). The Contractor shall maintain a minimum of three (3) foot diameter clear area around each tree. Please see Attachment E for an example.
10.6 The Contractor shall remove all sucker growth from the base of all trees within the project area when growth is taller than eight (8) inches. Sucker growth is EXHIBIT 1
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defined as the incidental, vegetative growth arising from the bases and lower trunk areas of trees, which are not essential to the overall well-being of the plant.
10.7 Trees shall be fertilized two times per year with a balanced fertilizer such as Best PRO BALANCE 15 -15-15 or approved equal type. Follow all manufacturer instructions.
11. UNDE
RDEVELOPED AREAS/BARE SOIL AREAS
11.1 The Contractor shall inspect all underdeveloped/bare soil areas at each visit to ensure the area is free of weeds and voids. Contract shall mow undeveloped areas, a 70- acre parcel, twice a year, once in early summer and once in early fall. See Attachment F for photo. Summary of completion shall be submitted to the Municipal Utilities Department Representative/Project Manager with the Contractor’s monthly billing.
11.2 The Contractor shall use caution if mowing vegetation over and/or around existing grade level enclosures, utility vaults, irrigation heads, valve boxes, etc., or other features and plants and trees within the turf area. If the mower damages any such features, the contractor shall promptly notify the Municipal Utilities Department Representative/Project Manager and repair the damage to the satisfaction of the Municipal Utilities Department Representative/Project Manager.
11.3 Weeding may be done manually or by using selective weed killers or pre- emergent sprays. If the Contractor uses chemical methods to control weeds, the Contractor shall only do so upon receiving a written recommendation from a Licensed Pesticide Control Advisor and with prior approval from the City for each application. The Contractor shall follow all manufacturer directions for application and re- entry times. The Contractor shall exercise extreme care in the use of selective weed killers so as not to damage any other plants. The Contractor shall not allow any chemicals to drift beyond the area boundaries. Should non- target turf or shrubs be damaged by the Contractor’s application, the Contractor shall replace all damaged plant material with the same plant material that is the same size as that damaged.
11.4 The entire perimeter of fence surrounding property shall be kept free of weeds.
Please see Attachment E for photo. Areas between fence lines and curbs/curb lines, areas between fence lines and roads/walkways, and tree wells shall be kept free of weeds.
11.5 All plant growth in cracks, seams and/or joints of paved areas such as sidewalks, curbs, curb gutters, catch basins adjacent to the facility, seam between gutter and street paving, and driveways shall be cut down to the pavement surface during the completion of each mowing cycle. The use of herbicides to control such growth is also permitted. Herbicide usage must be in compliance with the State of California Department of Pesticide Regulations. Please see Attachment EXHIBIT 1
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E for an example.
11.6 Trimming shall be performed concurrently with mowing operations. All structures, trees, poles, tables, signs, fences, and shrub beds are to be trimmed closely.
Special care shall be given to trimming around trees, so as not to inflict damage to the bark of the trees. All trimming shall be accomplished maintaining the required cutting height. Trimming can be reduced by chemical edging, with prior approval of the assigned Municipal Utilities Department Representative/Project Manager. Do not “dish out” ground around sprinkler heads.
11.7 All bare soil areas and non- turf/undeveloped/unimproved areas within the facilities shall be maintained clean and free of all trash, weeds, and debris.
12. I
RRIGATION/IRRIGATION SYSTEM MAINTENANCE
12.1 At each visit, the Contractor shall operate and inspect the irrigation system to check for proper operation. Should the system not be operating properly, the Contractor shall notify the Municipal Utilities Department Representative/Project Manager if repai r exceeds $200. If damaged components are discovered, and repairs exceed $200, Contractor shall notify the Municipal Utilities Department Representative/Project Manager for approval to repair/replace the affected components. If repairs do not exceed $200, repairs are to be made by Contractor and details of repair are to be listed on monthly invoice.
12.2 Any vandalism of the irrigation system shall be reported to the project manager if the project manager isn’t available must be reported to a program manager.
Clara Isho (209 341-9093 and Danny Trejo (209) 937-8782.
12.3 The Contractor shall regularly monitor and adjust the irrigation system and controller operation to prevent overspray, excessive run- off, pooling, ponding, saturating areas, and over -watering. All planted areas, trees, and underdeveloped areas shall follow a planned watering schedule differing only as required by the season of the year. Contractor shall adjust and improve the schedule according to weather conditions and season. The Contractor should not wait for direction from the Program Manager or the Municipal Utilities Department Representative/Project Manager concerning this. The Contractor shall advise the Program Manager or Municipal Utilities Department Representative/Project Manager when changes are made to the watering schedule. If City requests changes to irrigation programming/scheduling, the Contractor shall comply with the request. It should be noted that the Contractor is expected to regularly monitor and adjust the irrigation system and not rely on the City to provide direction. If the City continually has to direct/ask the Contractor to monitor and adjust the irrigation system, this can be considered as Contractor not diligently executing the contract and may be considered grounds for terminating the contract.
13. L
ITTER/DEBRIS REMOVAL
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At each visit, the Contractor shall collect, remove, and properly dispose of all litter and debris at each location designated as “Full Service,” and as designated for all other locations. Litter/debris removal means the collection and proper disposal of all debris such as paper, cans, bottles, broken glass, rocks, trash, and all fallen leaves/needles regardless of whether the leaves/needles are a result of any maintenance activity. Removal of litter/debris includes the sweeping or blowing off of all hard surface areas within the facilities, such as sidewalks and driveways. All litter/debris collected must be removed from the facility. The Contractor is responsible for the proper disposal of all materials collected.
14. INSECTICIDES, PESTICIDES,HERBICIDES, FUNGICIDES, AND FERTILIZERS
14.1 The Contractor shall analyze plant problems and apply correct types and rates of fertilizers, insecticides, fungicides and herbicides.
14.2 The Contractor shall obtain a written recommendation from a Licensed Pesticide Control Advisor in accordance with the State of California Department of Pesticide Regulations for the application of any insecticides, pesticides, herbicides, fungicides, and/or fertilizers. Prior to the application of any the above, the Contractor shall provide the Municipal Utilities Department Representative/Project Manager a written proposal of application date and time and a copy of material Safety Data Sheet (SDS) of any insecticides, pesticides, herbicides, fungicides, and/or fertilizers. Contractor shall provide such notice at least two (2) working days prior to the proposed application.
14.3 Any landscaping damaged by the Contractor’s misapplication of insecticides, pesticides, herbicides, fungicides, and/or fertilizers shall be replaced at the Contractor’s expense.
14.4 For all applications, the Contractor shall provide a written report to the Program Manager or the Municipal Utilities Department Representative/Project Manager of application date(s), location(s), applicator’s name, license number under which the operator was operating, brand name(s), and amount(s) of material(s) applied.
15. RO
DENT CONTROL
The Contractor shall notify the Program Manager or the Municipal Utilities Department Representative/Project Manager upon noticing any evidence of rodents.
16. CO RRECTIVE ACTIONS
If there are parts of the Contractor’s work that do not conform to the specifications, the Contractor will be notified by email, and/or letter of any need for corrections. Any form of notification shall be valid. If the Contractor fails to correct any defi ciencies within five (5) working days, the City may arrange to have the deficiencies corrected and deduct the cost to correct the deficiency from the amount due to the Contractor.
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Corrections shall not interrupt or delay regularly scheduled service. The Contractor shall provide written confirmation within one (1) day of the completion of work.
Confirmation may be by email, or personal delivery to the Delta Water Treatment plant, located at 11373 N. Lower Sacramento, Stockton, CA 95242.
17. C
ITY’S REPRESENTATIVES
A representative from the Municipal Utilities Department will manage/administer this contract. The Department Representative/Project Manager has the authority to act on behalf of the Municipal Utilities Department and the City.
18. C
ontract Period
For a period of Five (5) years.
19. S pecifications
Work performed shall be completed in accordance with Attachment A – Maintenance Checklist
20. N otices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor:
Valley Landscaping
Don Oliver
12900 N Lower Sacramento Road
Lodi, CA 95242
City:
City of Stockton
Attn: Program Manager I
11373 N. Lower Sacramento Road
Lodi, CA 95242
21. K ey Personnel
Clara Isho
Program Manager I
Water Division
Municipal Utilities Department
22. O ption to Renew
There is no option to renew.
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Exhibit B:
Insurance Requirements
(Landscape Services)
Consultant 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 Consultant, 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 Consultant 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 consultant provides written verification it has no employees)
4. Contractors Pollution Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $1,000,000 aggregate per policy period of one year.
If the Consultant 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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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 EXHIBIT 1
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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.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. 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 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.
EXHIBIT 1
REV 2022-05-17
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 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
Consultant 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
EXHIBIT 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 services 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 services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1 Inv
oices 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 c
ompletion 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 workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor ’s work sh all 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 Contractor or its approved subcontractors, 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 1 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
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 this Agreement. If any materials are lost, damaged or destroyed before final deliver y to the City, the Contractor shall replace 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 services 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 this Agreement. Further, Contractor acknowledges that the failure of Contrac tor to comply with the time limit s 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 Agreement 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 contract 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 services, 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 forth 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 Contractor. 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 determine 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 the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24RM)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Con tractor has control over the manner and means 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.
9.3 If in the performance of this Agreement 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 its 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 i
n the performance of this Agreement 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 r
equirement 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 Subcontractors
personnel.
11. Termination.
11.1 Termination for Convenience 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. 3 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party ’s option, may terminate this Agreement by giving written notification to the other party.
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 payment 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 pursuant 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 s hall 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 conditions as City m ay 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 City 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
Contractor’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. Duri
ng 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 L
aws. 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 services under this
Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
17. Licenses, Certifications and Permits . Prior to the City ’s execution of this Agreement and prior to the Contractor’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 required 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 during 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 reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest . Contractor covenants that other than this Agr eement, 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 m anner of degree by the performance of Contractor ’s services under this Ag reement. 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 Federal 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 Cit y or for any amount due Contractor.
5 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
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, ordinance 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 extent 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, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non- discrimination and equal opportunity, including without limitation the City ’s nondiscrimination 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. Neithe r party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a for ce 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 cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorn eys 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 agreement 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 are 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 counterparts shall be construed together and shall constitute one agreement.
33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 EXHIBIT 1
1 (Rev. 07.12.22)
EXHIBIT D
PROFESSIONAL SERVICES SPECIAL 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 fully and to the standard of performance 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 material, work or thing delivered by one party to the other, including 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 Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“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 Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent 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 project but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.
3.2 Timeliness of Performance i) Contractor shall provide the S ervices, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither 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 EXHIBIT 1
2 (Rev. 07.12.22)
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.
4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s S ervices 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 exercised by member s of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards . By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar 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 respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the 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 s ubcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with 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 Contractor of its responsibility for the professional skill and care and technical accuracy of its Services 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 compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
3 (Rev. 07.12.22)
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 that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
6. Personnel
6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.
6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds fo r termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all t axes incurred as a resul t of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
6.3 Key Personnel : Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key p ersonnel without the written consent of the City, which consent the City wi ll not unreasonably withhold. "key p ersonnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the term s of this Agreement. A list of k ey personnel is found in Exhibit A, Scope of Services.
7. Reports and Information
Contractor shall at such times and in such 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 therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
EXHIBIT 1
4 (Rev. 07.12.22)
8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable 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 reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.
10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the C ity determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.
Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.
11. Applicable Laws
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.
EXHIBIT 1
1 (Rev. 10.30.18)
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor shall be paid on this Agreement is $__$173,700.00__ (hereafter the “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 this 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 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A , C, and D ( Compensation), shall be compensated to the Contractor.
Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii .
Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be re imbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.
ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.
iii. Travel expenses shall be reimbursed in accordance with the C ity’s travel policy, which is incorporated herein by reference. Reimbursement shall be made at actual costs with no markup added to the actual cost.
1.3 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.
Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
EXHIBIT 1
2 (Rev. 10.30.18)
1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.
1.5 Subcontractor Costs: Compensation for sub contractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __N/A_%.
2. Task Price . Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.
Section Task Cost per
Service
2.5.2 Shrubs/vines/groundcover & Shrub, Flower,
Planter Bed Maintenance $895.00/Month
2.5.3 Elderberry Bush Maintenance $140.00/Month
2.5.4 Trees and Tree Wells $165.00/Month
2.5.5 Underdeveloped/Bare Soil Areas Maintenance $875.00/Month
2.5.6 Irrigation System Maintenance $375.00/Month
2.5.7 Litter/Debris Removal $175.00/Month
2.5.8 Insecticides, Pesticides, Herbicides, Fungicides, and Fertilizers $270.00/Month
3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.
Hourly Billable Rate Schedule
Title
Role on Project
Hourly
Billable
Rates
N/A $
4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:
Title Unit Price
N/A $
EXHIBIT 1
3 (Rev. 10.30.18)
5. 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:
[email protected]
EXHIBIT 1
SCOPE OF WORK
Attachment A
WORK RECORD SUMMARY/LANDSCAPE MAINTENANCE CHECKLIST
Place a check mark by each item completed:
Meeting with Inspector
Remove litter, leaves, and debris from site
Weeds
Inspect/remove weeds from roads on both sides
Inspect/remove weeds from Parking lot, curbs, and gutters Inspect/remove weeds from fence perimeter
Inspect/remove weeds from sidewalks and walkways
Shrub/planter bed maintenance
Trim shrubs
Trim groundcover
Remove spent annual flowers
Remove weeds
Remove foreign growth
Tree Maintenance
Remove any broken branches from trees.
Retie trees
Re-stake trees
Remove sucker growth from tree trunks.
Remove weeds
Irrigation system checked.
Irrigation controllers adjusted for current water needs/weather conditions Check for and report any wall damage to Inspector
Check for and report any rodent activity to Inspector Additional, extra, or specified work performed: (describe)
Checked by: (print
name)
S i g n a t u r e : D a t e :
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SCOPE OF WORK
Attachment C – Shrubs
All areas highlighted have shrubs, vines, groundcover, and shrub/flower/planter beds that require maintenance
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SCOPE OF WORK
Attachment D – Elderberry Maintenance
Because Valley Elderberry Longhorn Beetle larvae bore into elderberry stems, the following regulations apply to any elderberry plants within the Central Valley range of the beetle (US FWS 2017):
Pruning or cutting of stems and plants: Elderberry stems larger than 1 inch in diameter may not be cut from the plant or removed from the site, and therefore plants with 1-inch stems or larger cannot be removed.
Timing of trimming: Any required trimming (of stems less than 1 inch in diameter) should occur between November and February.
The following images below are of the elderberry bushes on site:
The pictures below are NOT elderberry:
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SCOPE OF WORK
Attachment E – Weed Control
Roads, sidewalks, curbs,
and gutters should be
inspected and removed at
every visit. Roads must
have a 3-foot clearance of
weeds on both sides.
3 feet
Weeds need to
be inspected and
removed at each
visit
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SCOPE OF WORK
Attachment E – Continued
This area around the tree
should be trimmed and
cleared
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SCOPE OF WORK
Attachment E – Continued
The entire perimeter of fence should be inspected for weeds and removed at each visit.
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SCOPE OF WORK
Attachment F – Underdeveloped areas/Bare Soil Mowing
EXHIBIT 1