ANNUAL CONTRACT TO PROVIDE STATE ROUTE LITTER REMOVAL
Amendment No. 1
This Amendment No. 1, entered into and effective this ____day of _________, by and between the City of Visalia, hereinafter referred to as the “CITY”, and Community Services and Employment Training, Inc. hereinafter referred to as the “CSET”, “VENDOR”, “CONTRACTOR”, or “SUBRECIPIENT”.
R E C I T A L S
WHEREAS, VENDOR is a Non-Profit Local Agency with a primary business address of 312 NW 3rd Ave, Visalia CA 93291 and SSN or EIN: 94-1701352; and
WHEREAS, CITY is a municipal corporation and Charter Law City; and
WHEREAS, CITY desires services for state route litter removal, which is a sole source contract agreement; and
WHEREAS, VENDOR represents it is licensed, qualified and willing to complete the Project pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and VENDOR agree as follows:
1. TERM:
The term of the agreement shall be extended until June 30th, 2025 or until funds are expended. The original term is set to expire on June 30, 2024.
2. ATTACHMENTS INCORPORATED:
The following are attachments for this Amendment. Said attachments are incorporated into this Amendment as if included in full in the body:
ATTACHMENT NO. DESCRIPTION OF ATTACHMENT
Attachment 1 General Contract Provisions
Attachment 2 Insurance Requirements
3. VENDOR SCOPE OF SERVICES and COMMITMENTS*:
CONTRACTOR shall provide the following services for the stated compensation (“Scope of Services”):
A. The CONTRACTOR agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in the originally submitted Scope of Work, including final pricing, to extend for the remainder of the contract.
4. COMPENSATION:
CITY shall pay VENDOR compensation for services requested; however, CITY shall pay not more than the following amount under the original Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY on a reimbursement basis for services actually performed based on the monthly report and similar documents presented by VENDOR to CITY. The CONTRACTOR shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the percentage of each task completed to date and since the date of the preceding billing, if any.
IN WITNESS WHEREOF, this amendment is executed on the day and year first above written.
VENDOR
Dated: ___________________ By:______________________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for VENDOR in the capacity I have stated, and that such execution is sufficient to bind the CONTRACTOR.
CITY OF VISALIA
Dated: ____________________ By:______________________________________________________ City Manager
Dated: ____________________ By:______________________________________________________ City Attorney
Dated: ____________________ By:______________________________________________________ City of Visalia Risk Manager
Dated: ____________________ By:______________________________________________________ City of Visalia Project Manager
Attachment 1
GENERAL CONTRACT PROVISIONS
A. Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.
B. Prohibition of Assignment: Neither party shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
C. Notices : Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA CSET
707 W. Acequia Ave. 312 NW 3rd Ave
Visalia, CA 93291 Visalia, CA 93291
Attention: City Clerk Attention: Mary Alice Escarcega-Fechner
D. Independent Contractor: It is understood and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full-time CITY employees.
E. Jurisdiction/Venue/Waiver Of Removal: This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
F. Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the parties, unless otherwise explicitly authorized.
G. Conflict With Law: If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.
H. Indemnification: The CONTRACTOR waives any and all claims and recourse against the CITY, including the right of contribution of loss or damage to person or property arising from, growing out of, or in any way connected with or incidental to the CONTRACTOR’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. The CONTRACTOR will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of the CONTRACTOR’s performance of this Agreement except for liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.
I. Guarantees and Warranties:
1. IN GENERAL: All guarantees, and warranties specifically called for by the specifications and/or this Agreement shall expressly run to the benefit of the CITY.
2. ONE YEAR GUARANTEE: Besides guarantees required elsewhere, CONTRACTOR shall and hereby does guarantee the project work for a period of one year after the date of acceptance by CITY.
3. WARRANTIES: Warranties required by the Invitation to Bid or this Agreement shall commence on the date of acceptance of the work by CITY, unless otherwise provided in a Certificate of Substantial Completion.
CONTRACTOR warrants that the materials and equipment furnished under the Agreement will be new and of recent manufacturer unless otherwise specified, and that all work will be of good quality, free from faults
Attachment 2
INSURANCE REQUIREMENTS
1. CONTRACTOR Insurance. CONTRACTOR, at its sole cost and expense, for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at a minimum compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects CITY and any insurance or self-insurance maintained by CITY shall be in excess of CONTRACTOR’s insurance coverage and shall not contribute to it.
2. Subcontractor(s’) Insurance. If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement, CONTRACTOR shall obtain and maintain independent insurance as to each subcontractor or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONTRACTOR.
3. Types of Insurance and Minimum Limits. The following types of insurance and minimum limits are required providing at least the following minimum coverage and limits of liability:
a. Worker’s Compensation written in accordance with the laws of the State of California providing coverage for any and all employees of CONTRACTOR in the minimum statutorily required coverage amounts;
b. Automobile Liability Insurance for each of CONTRACTOR’s vehicles used in the performance of this Agreement, including owned, non-owned (e.g. owned by CONTRACTOR’s employees or contractors), leased or hired vehicles, in the minimum amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage.
c. Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for:
(1) bodily injury;
(2) personal injury;
(3) broad form property damage;
(4) contractual liability;
(5) cross-liability;
(6) products and completed operations liability
4. Other Insurance Provisions.
If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof.
CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed to be reasonable.
5. Endorsements.
All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clauses:
a. The City of Visalia, its officers, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.
b. It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.
c. This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA, 93291
6. Proof of Coverage.
CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide CITY on or before the effective date of this Agreement with Certificate(s) of Insurance for all required coverages. Copies of all the required Endorsements shall be attached to the Certificate(s) of Insurance or other evidence of insurance acceptable to the City of Visalia, which shall be provided by CONTRACTOR’s insurance company as evidence of the stipulated coverages. This Proof of Coverage shall then be mailed to the City of Visalia at the following address:
City of Visalia
707 W. Acequia
Visalia, CA 93291
Attn: Purchasing Division