STANDARD AGREEMENT
CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:
1. This Agreement is entered into between the City of Stockton ("City") and Ag-Air, Inc. ("Contractor") to provide Helicopter Aerial Mosquito & Vector Control as set forth in Exhibit A to this Agreement.
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: March 1, 2026 Terminates on: February 28, 2031
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: � 343,000.00 I
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A -Statement of Work
(b) Exhibit B -Insurance
(c) Exhibit C- General Terms and Conditions
(d) Exhibit D- Goods and Services Special Terms & Conditions (e) Exhibit E- Compensation Schedule
(f) Exhibit F -Timeline
(g) Exhibit G -Discrimination and Harassment Policy (HR-15) (h) Exhibit H -Bid Documents
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
h an an individual, state whether a corporation, partnership, etc.):
·� l- - s
· orized Signa i.Jre Date
Brent Alger, Owner/President
Printed Name and Title of Person Signing
5420 Dodds Road, Oakdale, CA 95361
Address
CITY OF STOCKTON
Johnny Ford, City Manager
ATTEST:
Katherine Roland CMC, CPMC, City Clerk
APPROVED AS TO FORM:
Taryn N. Jones, Acting City Attorney
BY:
1 Date
(Rev. 11.18.25) Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
1 (Rev. 10.30.18)
EXHIBIT A
STATEMENT OF WORK
1. PROJECT OBJECTIVES
The Contractor shall provide a rotary-wing ae rial application of insecticide and shall furnish aircraft, aerial spraying equipment, pilot, all other labor, fuel , staging, and any other expendable items required to begin, pe rform, and complete th e aerial services of the contract. Adulticide and/ or larvicide shall be provided by the City unless otherwise agreed upon. The City currently purchases VectoBac GS from Adapco, which is a granular product.
The City will provide the material and specify the application method, rate, and application area. The product to be app lied is primarily adulticide, la rvicide, and may occasionally include weed control spraying for pond areas as needed.
2. EQUIPMENT REQUIREMENTS
2.1. Rotary-wing aircraft application platfo rm capable of carrying a payload of a full tank of fuel and up to 500 poun ds of product load. Equivale nt of a Bell 206 or larger platform.
2.2. Application systems capable of liquid and granular spray system.
2.3. Aircraft must be Federa l Aviation Administration (FAA ) certified and comply with all requirements of 14 CFR Part 137.
2.4. Aircraft must be equipped with a ma nagement technology similar to AGNAV or Wingman™ GXZ aerial guidance system. The ability to receive and process onboard real- time meteorological data via an AIMMS-20 weather monitoring system is preferred.
2.5. Aircraft equipped with digital global positioning sa tellite (DGPS) guidance with gridline capabilities is preferred. If equipped, the system must have an accuracy of zero (0) to fifty (50) feet.
2.6. The Contractor must be prepared to provide a backup aircraft within 24 hours (24- hrs) in the event of equipment failure of the primary aircraft.
3. OPERATIONAL REQUIREMENTS
3.1. The Contractor must be available for operations within seventy-two hours (72 hrs) of notification by City staff (excluding FAA or other regu latory agency limitations or extenuating circumstances limiting pilot availability), weather permitting.
3.2. Aerial applications may be scheduled for either daytime or night time flights.
3.3. Aerial applications must be performed in a timely manner.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
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3.4. The Contractor must provide personnel with the capa bilities which meet or exceed safety requirements for transferring pesticides/fuel products to the aircraft in compliance with EPA, state, and local agencies as well as the abilit y to proactively contain any challenges associated with pesticides/fuel product spills.
3.5. The Contractor must abide by pesticide labels for any products used under this agreement and provide documentation of equipment calibration and pesticide application flow rates upon request.
3.6. Records related to pesticide applicatio ns or any records on equipment used for pesticide applications shall be made available upon request.
3.7. A mission report must be provided to include the spray event flight path overlaid onto a map to include the snail trail of swat h widths sprayed and a shaded area of the entire area sprayed. Also, th e report must include the foll owing: pilot’s name, date of application, pesticide applied, time of takeoff, time of landing, time spray-on, time spray- off, total acres sprayed, total volume spraye d, application rate, length of swath width, speed of aircraft and the average height of chemical release.
3.8. Pre/post-flight activities; including flow rate calibrations, pesticide loading, fueling, equipment inspections, and safety checks, constitute reimbursable service hours.
4. PILOT REQUIREMENTS
4.1. Pilots must have a mini mum of one thousand (1,000) logged and verifiable flight hours.
4.2. Pilots must demonstrate a clear record of safety in the aerial application of pesticides by helicopter.
4.3. Pilots must possess and ma intain current certification in public health and aerial categories of pest control.
4.4. Pilots must possess a commercial pilot’ s license with helicopter rating, first or second-class medical certification, and copies of any documentation required by the FAA, State, and local agencies.
5. NOTICES
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: Ag Air, Inc. City: City of Stockton
Attn: Brent Alger Attn: City Manager
5420 Dodds Road 425 N. El Dorado Street
Oakdale, CA 95361 Stockton, CA 95202
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
1 (Rev. 10.30.18)
Exhibit B:
Insurance Requirements
(Aerial Mosquito Abatement Service)
Contractor shall procure and maintain for the duration of th e contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage sh ould be maintained for a mini mum of five (5) years after contract completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Aviation Liability Insurance: on an “occurrence” basis, including products and completed operations, property damage, bo dily injury with limits no less than $1,000,000 per occurrence, $2,000,000 in the aggregate, with at least $500,000 per passenger coverage.
2. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurren ce” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregat e 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.
3. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $1,000,000 per accident for bodily injury and property damage.
4. 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.
4. Contractors Pollution Liability applicable to the work being performed, with limits no less than $1,000,000 per occurrence or claim, and $1,000,000 policy aggregate.
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 Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
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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.
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, incl uding 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 su bcontractor 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) pr ovision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisf y the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Other Insurance Provisions
A. The General Liability, Automobile Liabilit y, Contractors Pollution Liability, and/or Asbestos Pollution policies ar e to contain, or be endorsed to contain, the following provisions:
1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor in cluding materials, parts or equipment furnished in connect ion with such work or operations. General liability coverage can be provided in the form of an endorsement to the Co ntractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Additional insured Name of Organization shall read “City of Stockton , its officers, officials, employees, and volunteers.” Policy shall cover City of Stockt on, its officers, officials, employees, and volunteers for all locations work is done under this contract.
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, agents, and volunteers. Any insurance or self-insuran ce maintained by the Ci ty of Stockton, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s Contract for Helicopter Aerial Mosquito and Vector Control
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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.
3. Each insurance policy required above sh all provide that coverage shall not be canceled, except with notice to the City of Stockton.
B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.
C. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:
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 maintain ed 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-rene wed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims re porting requirements must be submitted to the City of Stockton for review.
5. If the services involve le ad-based paint or asbestos id entification / remediation, the Contractors Pollution Liab ility shall not contain lead -based paint or asbestos exclusions. If the services in volve mold identification / remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.
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 sh all 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 defens e requirements. The Umbrella or Excess policies shall be provide d 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, Contract for Helicopter Aerial Mosquito and Vector Control
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whether primary or excess, and which also a pply 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.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.
Verification of Coverage
Contractor shall furnish the City of Stockton with original certifi cates 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 Stoc kton reserves the right to require complete, certified copies of all requir ed insurance policies, includin g endorsements required by these specifications, at any ti me. 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.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of subrogation which any insurer may acquire against City of Stockton, its of ficers, officials, em ployees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be nece s s a r y t o a f f e c t t h i s w a i v e r o f s u b r o g a t i o n , b u t t h i s provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy sha ll be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents, and subcontractors.
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. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, se rvice, or repair work , shall continue coverage for a Contract for Helicopter Aerial Mosquito and Vector Control
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5 (Rev. 10.30.18)
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
425 N El Dorado Street
Stockton, CA 95202
Contract for Helicopter Aerial Mosquito and Vector Control
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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 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 C ontractor 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 acceptanc e 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 sk ill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with ap plicable laws, codes and professional standards. Cont ractor’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 Contractor or its appr oved 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 to execute any additional documents t hat 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 ma terials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor Contract for Helicopter Aerial Mosquito and Vector Control
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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 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 Agreement for City to modify the scope of services provided for under this Agreement. An y 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 agent s and employees and are not agent s 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 pow er 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 t hat 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 det ermine the method, details and means of performing the work and services to be provided by Cont ractor under this Agreement. Contractor shall be responsible to City only for the r equirements and results specified 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 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.
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9.3 If in the performance of this Agr eement any third persons are employed by Contractor, such persons shall be entir ely and exclusively under the direction, supervision and control of Contractor. All te rms 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 inco me 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. Contract or shall be responsible for t he work of subcontractors, which shall be subject to t he provisions of this Ag reement. 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 in the performance of this Agreement any third persons are employed by Contractor, such persons shall be enti rely and exclusively under the direction, supervision and control of Contractor. All 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 Subcontractors personnel.
11. Termination.
11.1 Termination for Convenience of Cit y. 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 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 Co ntractor has received funding av ailability, which will be Contract for Helicopter Aerial Mosquito and Vector Control
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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 termi nated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to re flect the reduced funding for this Agreement.
12. Non-Assignability . The Contractor shall not assi gn, 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 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 City of Stockton an d 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 perfo rmance of work hereunder or its failure to comply with any of its obligations contain ed in this agreement, except such loss or damage which was caused by the sole neglig ence 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 agreem ent. 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 t he 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 Municipa l laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the prov ision 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.
17. Licenses, Certifi cations 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 busine ss 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 Contract for Helicopter Aerial Mosquito and Vector Control
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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 Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner 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 Ag reement, 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 wa iver 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 City or for any amount due Contractor.
24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a c ourt of competent jurisd iction 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 subcont ractors 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 characte ristics), marital status, age, political Contract for Helicopter Aerial Mosquito and Vector Control
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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 subcont ractors shall comply with all applicable Federal, State and local laws and regulati ons related to non-discrimination and equal opportunity, including without limitation the Cit y’s nondiscrimination policy; the Fair Employment and Housing Act (Government C ode sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; t he 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 F ederal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in t he 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 Sect ion 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 responsible for delays or failures in performance resulting from acts of God, acts of civil or milit ary authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or ot her 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 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.
29. Advice of Attorney. Each party warrants and represen ts that in executing this Agreement, it has received independent legal advice from 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 agreement between Contractor and the City; su persedes all prior negotiati ons, 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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
7 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
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. A ll 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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
1 (Rev 4.18.22)
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) Neit her 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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
2 (Rev 4.18.22)
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. 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 feder al, 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 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. Cont ractor 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 for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
3 (Rev 4.18.22)
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 not be required under the pr ovisions 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 reserves the right to reject and return, at the risk and expense of Contra ctor, 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 disposition at the expense and risk of Contractor. 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 Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
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shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.
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 acc eptance, Deliverable deliver ed by Contractor shall become the exclusive property of City. T he ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use 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 benefiting City. Contractor shall return 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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
5 (Rev 4.18.22)
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)].
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 Indus trial 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, Regi stration 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. Destinat ion, 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 indivi dual boxes with stock number and quantity and it ems with different stock number s shall be boxed separately.
City reserves the right to refu se, at Contractor’s expense, 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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
6 (Rev 4.18.22)
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.
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
1 (Rev 10.30.18)
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 shall be paid on this Agreement is $343,000 (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 identifi ed 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. 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.
1.3 If work is completed before the “ not to exceed” amount is reached, the Contractor’s compensation will be based on t he Contractor’s invoices previously submitted for acceptable work performed and approved.
2. Task Price. Below is the price for the serv ices and reimbursable expenses as described in Exhibit A of this Agreement.
Task Description Task Price Quantity Units Total
1 Ferry time plus flight ti me $1,800.00 30 Hours $54,000.00 2 Ground crew charge (per
vehicle per day) $350.00 10 Day $3,500.00
3 Mileage fee $2.75 600 Miles $1,650.00
4 Fuel Surcharge 10% $5,915.00
TOTAL ANNUAL PRICE $65,065.00
Contract for Helicopter Aerial Mosquito and Vector Control
EXHIBIT 2
2 (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 address below:
City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
E-Mail: [email protected]
Contract for Helicopter Aerial Mosquito and Vector Control
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1 (Rev 10.30.18)
EXHIBIT F
TIMELINE
INTENTIONALLY LEFT BLANK
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EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15)
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EXHIBIT H - BID DOCUMENTS
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