CENTER FOR CONTRACT COMPLIANCE
1123 Park View Dr. # 100 • Covina. CA 91724
TEL (626) 444-8355 • FAX (626) 444-8173
The Center for Contract Compliance ("Center" is a non-profit labor management committee established pursuant to the Labor Management Cooperation Act of 1978. The Center is concerned with maintaining a level playing field for contractors and workers on public works projects and therefore seeks to further comply with the awards, and construction activities to ascertain compliance with the Prevailing Wage Law.
It has come to our attention that you are bidding or have been awarded a public works project. We would like to inform you to be aware of the following regulations governing the public works project:
1. Public Works Registration
• Contractors and subcontractors must be registered to be qualified to bid on or engage in any public works contract (Labor Code § 1725.5) https://efiling .dirca.gov/PWCR/.
2. Payment of Prevailing Wage Rates
■ A contract that has been awarded to a contractor and its subcontractors, of every tier, hired to execute a public works project are required to pay not less than the specified general prevailing wage rates to all workers, under Labor Code § 1770 et seq.
3. Apprentices
• It is the duty of the contractor and subcontractors to employ registered apprentices on the public works project under Labor Code § 1777.5.
• Contractors and subcontractors must submit DAS 140, and DAS 142 to all related craft approved apprenticeship programs and makes the appropriate training contributions.
Http:// www.dir.ca.gov/das/DASApprenticesOnPublicWorksSummaryOfRequirements.htm
4. Penalties
■ There are penalties required to contractor's/subcontractor's failure to pay prevailing wages and for failure to employ apprentices, including forfeiture and debarment under Labor Code Sections 1775; 1776; 1771.1; 1777.7, and 1813.
5. Certified Payroll Records
Under Labor Code § 1776, contractors and subcontractors are required to keep accurate payroll records showing the name, address, social security number and work classification of each employee and owner performing work; also straight time and overtime hours worked each day and each week, the fringe benefits, and the actual "per diem" wages paid to each owner, journey person, apprentice worker or other employee hired in connection with public works project. ■ Employee payroll records shall be certified and shall be made available for inspection at all reasonable hours at the principal office of the contractor/subcontractor, or shall be furnished to an employee, or his/her authorized representative on request, pursuant to Labor Code § 1776.
6. eCPR Requirements (Labor Code § 1771.4(a)(3)
All contractors and subcontractors must comply with the requirement to submit eCPRS on at least a monthly basis, contractors are required to submit records at least once every 30 days while work is being performed on the project and within 30 days after the final day of work performed on the project.
CENTER FOR CONTRACT COMPLIANCE
1123 Perk View Dr. #100 • Covina. CA 91 724
TEL (626) 444-8355 • FAX (626) 444-8173
7. Kickbacks Prohibited
■ Contractors and subcontractors are prohibited from recapturing wages illegally or extracting "kickbacks" from employee wages under Labor Code § 1778.
8. Acceptance of Fees Prohibited
■ There exists a prohibition against contractor/subcontractor acceptance of fees for registering any person for public work under Labor Code 1779 or filing work orders on public works contracts pursuant to Labor Code § 1780.
9. Listing of Subcontractors
■ All prime contractors are required to list properly all subcontractors hired to perform work on the public works projects covering more than one-half of one percent, pursuant to Government Code § 4100 et seq.
10. Proper Licensing
■ Contractors are required to be licensed properly and to require that all subcontractors be properly licensed. Penalties are required for employing workers while unlicensed under Labor Code § 1021 and under the California Contractor License Law found at Business and Professions Code § 7000 et seq.
11. Unfair Competition
■ Contractors/Subcontractors are prohibited from engaging in unfair competition as specified under Business and Professions Code § 17200 to 17208.
12. Workers Compensation Insurance
■ Labor Code § 1861 requires that contractors and subcontractors be insured properly for Workers Compensation.
13. OSHA
■ Contractors and Subcontractors are required to abide by the Occupational, Safety and Health laws and regulations that apply to the particular construction project.
14. Undocumented Workers
■ The Federal prohibition against hiring undocumented workers, and the requirement to secure proof of eligibility/citizenship from all workers.
15. Itemized Wage Statement
■ Every employer shall, at the time of each payment of wages, furnish each of its employees, either as a detachable part of the check, draft or voucher paying the employee's wages, or separately when wages are paid by personal check or cash, an accurate itemized statement per Labor Code § 226.
We hope that this will assist your business in being in compliance with the public works requirements. We wish you success in executing your public works project. If you have any questions, please do not hesitate to contact our office at (626) 444-8355
Gus Garcia
Center for Contract Compliance
1123 Park View Dr. Ste 100
Covina, CA 91724
Office: (626) 444-8355
CENTER FOR
CONTRACT COMPLIANCE
CONTRACTORS STATE LICENSE BOARD
www.cslb.ca.qov I CheckTheLicenseFirst.com I SeniorScamStopper.com November 13, 2023
CSLB #23-07
New C-49 Tree and Palm Classification Takes Effect January 1, 2024 Sacramento, CA — The Contractors State License Board (CSLB) will accept applications for the new C-49 — Tree and Palm Contractor classification starting January 1, 2024.
CSLB created this classification to ensure tree service contractors are tested on health and safety protocols in the tree service industry. The regulation establishing the C-49 was approved on March 30, 2022. The C-49 trade examination was developed and finalized in December 2022.
Starting January 1, 2024, the following changes affect tree service specialty contractors:
• CSLB will no longer accept applications for the C-61/D-49 Tree Service limited specialty classification. Applications received for the C-61 /D-49 Tree Service classification after December 31, 2023, will be processed as a C-49 Tree and Palm application.
• Contractors who wish to specialize in tree service work who do not hold a C-61 / D-49 Tree Service classification will need to apply for the C-49 Tree and Palm Contractor classification.
• All applicants for the C-49 Tree and Palm Contractor classification will need to sit for a trade examination regardless of other license classifications they hold. • CSLB will expediate the application experience review for C-49 applicants that have held an active C-61/D-49 Tree Service license for at least four years.
Contractors who hold a C-61/D-49 Tree Service classification issued before January 1, 2024, may retain and work under that classification after January 1. However, C-61/D- 49 are encouraged to apply for the C-49 classification, which will become the industry standard.
While the C-49 and C-61/D-49 classification descriptions differ slightly (the C-49 description includes palms) CSLB regards the classification of work as the same.
Click here (Link 1)to read the existing C-61/D-49 classification description. Click here (Link 2) to read the new C-49 classification description.
The email was sent because you subscribed to the email alert feature on the Contractors State License Board website, www.cslb.ca.qov , or because you indicated an interest in receiving CSLB materials electronically. Your email address is not shared with third party sources. Subscribe or Unsubscribe.
Please do not reply to this email. Contact information can be found on the CSLB website.
Copyright © 2023
Links 1
https://www.cslb.ca.gov/About Us/Library/Licensing Classifications/ Licensing Classifications Detail.aspx?Class=C49
Link2
Effective: January 1, 2024
16 CCR § 832.49
§ 832.49. Class C-49 - Tree and Palm Contractor.
Currentness
(a) A tree and palm contractor plants, maintains, and removes trees and palms. The duties include pruning, stump grinding, and tree, palm, or limb guying. (b) Effective January 1, 2024, this regulation shall become operative. (c) This regulation does not apply to, and a license shall not be required for, incidental pruning of trees or guying of planted trees and their limbs by a nurseryperson or incidental pruning of trees by a gardener as described in Section 7026.1 of the Code.
Credits
Note: Authority cited: Sections 7008 and 7059, Business and Professions Code. Reference: Sections 7026.1, 7058 and 7059, Business and Professions Code.
History
1. New section filed 3-30-2022; operative 1-1-2024 (Register 2022, No. 13).
This database is current through 2/14/25 Register 2025, No. 7.
Cal. Admin. Code tit. 16, § 832.49, 16 CA ADC § 832.49
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Craft: TREE MAINTENANCE (LABORER) 1
(APPLIES ONLY TO ROUTINE TREE MAINTENANCE WORK, NOT CONSTRUCTION AND/OR LANDSCAPE CONSTRUCTION) 2 Determination:
SC-102-X-20-2024-1
Issue Date:
August 22, 2024
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California
Cbrectivo. Trusted. Integral.
Tree Operations: How Classifications 0106 and 0042 Apply The Workers' Compensation Insurance Rating Bureau of California (WCIRB) receives many questions about classifying tree removal and tree trimming operations. The two classifications that most often apply are 0106, Tree Pruning, Repairing or Trimming, and 0042, Landscape Gardening. The WCIRB has fielded questions such as:
Can tree removal be assigned to Classification 0042 if all operations are performed from ground level? When is tree trimming assignable to Classification 0042? Can the ground crews on tree trimming jobs be assigned to Classification 0042 when the tree trimmers who climb trees or use ladders or lifts are assigned to Classification 0106? Tree Removal
The answer to the first question is tree removal cannot be assigned to Classification 0042, regardless of whether or not operations are performed from ground level. Classification 0106 applies to tree removal, as it states, "[t]his classification also applies to the removal of trees that retain no timber value." Classification 0106 also specifically states that it includes ground crews.
Tree Trimming
Classification 0106 applies to tree trimming with one exception. Classification 0106 states, "[p]runing, repairing or trimming when none of the operations at a particular job or location require elevation, including but not limited to using ladders, lifts or by climbing shall be separately classified as 0042, Landscape Gardening." Similarly, Classification 0042 states that it applies to "[p]runing, repairing or trimming trees or hedges when none of the operations at a particular job or location require elevation, including but not limited to using ladders, lifts or by climbing...." It's very important to note that these instructions regarding the potential assignment of Classification 0042 apply to tree trimming and not tree removal.
Finally, ground crews on tree trimming jobs cannot be assigned to Classification 0042 when the tree trimmers are assigned to Classification 0106 due to elevation; the ground crews are assignable to Classification 0042 only when none of the tree trimming operations at a particular job or location require elevation.
Classification 0106 appears in the California Workers' Compensation Uniform Statistical Reporting Plan- 1995 (USRP) as follows:
TREE PRUNING, REPAIRING OR TRIMMING — N.O.C. — hand or mechanical power — including ground crews and shop, yard or storage operations
Class Code 0106
This classification applies to pruning, repairing or trimming trees or hedges when any portion of the operations requires elevation, including but not limited to using ladders, lifts or by climbing. This classification includes clean- up, chipping or removal of debris; stump grinding or removal; and tree spraying or fumigating that are performed in connection with tree pruning, repairing or trimming. This classification also applies to the removal of trees that retain no timber value.
Commercial timber harvesting shall be classified as 2702(1), Logging.
Land clearing, including the removal of trees in connection therewith, shall be classified as 2702(2), Land Clearing.
Stump grinding performed for other concerns on a fee basis and not in connection with tree pruning, repairing or trimming at a particular job or location shall be classified as 3724(1), Millwright Work.
Pruning, repairing or trimming when none of the operations at a particular job or location require elevation, including but not limited to using ladders, lifts or by climbing shall be separately classified as 0042, Landscape Gardening.
LANDSCAPE GARDENING — including maintenance of gardens
Class Code 0042
This classification applies to the construction, maintenance, repair or installation of landscape systems or facilities designed for public or private gardens or other areas in order to aesthetically, architecturally, horticulturally or functionally improve the grounds within or surrounding a structure or a tract or plot of land. This classification includes the preparation and grading of plots or areas of land for the installation of landscaping; pruning, repairing or trimming trees or hedges when none of the operations at a particular job or location require elevation, including but not limited to using ladders, lifts or by climbing; or chipping operations performed in connection with landscape gardening. This classification also applies to spraying or spreading lawn fertilizers or herbicides, or weed abatement for fire hazard control purposes not in connection with land clearing.
When performed by the same employer that is primarily (over 50% of employee time) engaged in landscape work at a particular job or location, this classification also applies to the construction or installation of hardscape features, including but not limited to fountains, statuary, monuments, decorative pools, garden furniture, garden accent lighting and drainage or sprinkler systems.
This classification also applies to reforestation operations to plant new trees or timber growth management operations to control or remove brush or overgrowth when performed for other concerns on a fee basis and not in connection with logging operations performed by the same employer. Reforestation or timber growth management operations when performed in connection with logging operations by the same employer shall be classified as 2702(1), Logging.
Pruning, repairing or trimming trees or hedges, including ground crew operations, when any portion of the operations at a particular job or location requires elevation, including but not limited to using ladders, lifts or by climbing, shall be separately classified as 0106, Tree Pruning, Repairing or Trimming.
Excavating, transporting and transplanting trees using mobile cranes shall be separately classified as 7219(3), Mobile Crane and Hoisting Service Contractors.
The clearing of land to create firebreaks through the removal of trees, brush or vegetation shall be classified as 2702(2), Land Clearing — all operations.
For the official WCIRB article and more details, visit:
www.wci rb.com/research-and-education/learning-articles/tree-ope rations-how-classifications-0106-and-0042-apply Conclusion
Employers should ensure proper classification of workers to maintain compliance with workers' compensation regulations. Understanding the difference between Classification 0106 and 0042 helps businesses avoid misclassification penalties and ensures the correct insurance coverage for employees.
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DEDUCTIONS, CONTRIBUTIONS AND PAYMENTS
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SNIOLIAIVAXA
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NAME, ADDRESS AND
SOCIAL SECURITY NUMBER
OF EMPLOYEE
NOTICE TO PUBLIC ENTITY
For Privacy Considerations
Fold back along dotted line prior to copying for release to general public (private persons). (Paper Size then 8-1/2 x 11 inches)
I, the undersigned, am the
(Name — print)
with the authority to act for and on behalf of
(Position in business)
, certify under penalty of perjury
(Name of business and/or contractor)
that the records or copies thereof submitted and consisting of (Description, number of pages)
are the originals or true, full, and correct copies of the originals which depict the payroll record(s) of the actual disbursements by way of cash, check, or whatever form to the individual or individuals named.
Date: Signature:
A public entity may require a stricter and/or more extensive form of certification.
HOLIDAY PROVISIONS
CRAFT/CLASSIFICATION
Tree Maintenance (Laborer)
ID
102-X-20
LOCALITY
Imperial, Inyo, Kern, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, and Ventura Counties
HOLIDAYS
ARTICLE 12
The following holidays shall be observed on the date designated by Federal Law: New Year's Day, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day. If any of the above holidays should fall on Sunday, the Monday following shall be considered a legal holiday. Work on such days shall be paid for at the holiday overtime rate provided in this Agreement.
No work shall be performed on Labor Day except in case of extreme urgency as determined by the Employer when life or property is in imminent danger.
PREDETERMINED INCREASE
CRAFT:
Tree Maintenance (Laborer)
DETERMINATION:
SC-102-X-20-2024-1
LOCALITIES:
All localities within Imperial, Inyo, Kern, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara and Ventura Counties.
This predetermined increase for the above named craft applies only to the current determination for work being performed on public works projects with bid advertisement dates on or after September 1, 2024, until this determination is superseded by a new determination or a predetermined increase modification notice becomes effective.
When referencing our prevailing wage determinations, please note that if the prevailing wage rate determination which was in effect on the bid advertisement date of a project, has a single asterisk (*) after the expiration date, the rate will be good for the life of the project. However, if a prevailing wage rate determination has double asterisks (**) after the expiration date, the rate must be updated on the following date to reflect the predetermined rate change(s).
TREE MAINTENANCE (LABORER):
Determination SC-102-X-20-2024-1 is currently in effect and expires on June 30, 2025**.
Effective July 1, 2025, there will be an increase of $1.60 to be allocated to wages and/or fringes.
There will be no further increases applicable to this determination.
Issued 8/22/2024, Effective 9/1/2024 until superseded.
This page will be updated when wage rate breakdown becomes available.
Last Updated: September 1, 2024
Questions & Answers - 2
Solicitation RFQPTreeTrim - RFQ/P For Providing On -Call Tree Trimming Services Buying Organization City of Yucaipa
No Question/Answer
Question Date
Q3 Question: On Call Crews
How many crews do you estimate to have on call, and will they be a two -man or three-man crew? Answer: The City of Yucaipa does not have an estimate for those numbers. 02/20/2025
Q4
Question: C-31 License
Since much of the work will take place on busy city streets, will a C-31 State Contractor's license be required?
Answer: Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing.
02/24/2025
Q5 Question: C-49 License
Given that this contract is tree maintenance specific, will a C-49 State Contractor's license be required? Answer: Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing.
02/24/2025
Q6 Question: Current Contractor 02/24/2025
Who is the current contractor?
Answer: At this time the City does not have an On -Call Tree Trimming contractor.
Q7 Question: Annual Budget
What is the annual budget for this contract?
Answer: There is no annual budget for On -Call Tree Trimming. The costs are a part of the City's annual City Wide Maintenance Program.
02/24/2025
Q8 Question: Annual Expenditures
If there is no annual budget, what were the expenditures for the last 3 fiscal years? Answer: Approximately $10,000 per year.
02/24/2025
Questions & Answers - 1
Solicitation
Buying Organization
RFQPTreeTrim - RFQ/P For Providing On -Call Tree Trimming Services City of Yucaipa
No
Question/Answer
Question Date
Q1
Question: Question regarding dump fees 02/14/2025
Will dump fees be a passthrough cost?
Answer: Contractor expenses are to be included in the RFQ/P submission. Opportunities may exist for disposing of green waste in City bins at the City Yard, but this will be decided on a case -by -case basis.
Q2 Question: Regarding Traffic Control
Are the contractor's TTC trained employees able to conduct traffic control or is a TTC contractor required?
Will the City of Yucaipa be providing TTC or does the contractor have to provide a company, and will the cost be a passthrough cost?
Do you expect any work to be completed on main streets or highways? Answer: The contractor's TTC trained employees can conduct traffic control as long as their insurance covers them for that type of work. The contractor will need to provide a temporary traffic control plan when they apply for a no cost encroachment permit. A "typical" Traffic Control Plan may be utilized at low volume residential street, but a separate traffic control plan shall be submitted for any work on collector or arterial streets. Preparation of the plan will not be a passthrough cost and should be considered in the cost of their proposal.
02/14/2025
CI T Y OF
Request for Qualifications/Proposals
For Providing On -Call Tree Trimming Services to the
City of Yucaipa for Fiscal Years 2025/2026 & 2026/2027
DUE DATE: THURSDAY, February 27, 2025 - 5:00 p.m.
I. INTRODUCTION:
The City of Yucaipa (hereinafter referred to as the "City") is requesting qualifications/proposals for On -Call Tree Trimming Services throughout the City as required for Fiscal Years 2025/2026 & 2026/2027.
H. DESCRIPTION / TYPES OF SERVICES:
Provide on -call tree trimming services of trees in the public right-of-way and on City owned facilities within the City of Yucaipa, which may include roadway center medians, parks, public facilities, City owned properties, open space, street trees, and public easements. These services will comply with City standards and specifications, and American National Standards Institute (ANSI) A-300 (Pruning Standard).
III. SCHEDULE:
The duration of the assignments may vary from a minimum of one (1) day to multiple days.
IV. PROPOSAL REQUIREMENTS:
This office will accept Qualifications/Proposals for this project until 5:00 p.m. on Thursday, February 27, 2025. Three (3) copies of the Qualifications/Proposals shall be submitted in a sealed envelope, plainly marked "Providing On -Call Tree Trimming Services to the City of Yucaipa for Fiscal Years 2025/2026 & 2026/2027." Proposals shall be addressed to:
Mr. Fermin Preciado, P.E.
Director of Development Services/City Engineer
City of Yucaipa
34272 Yucaipa Boulevard, Yucaipa, CA 92399
Refer Questions to Todd Gutjahr
Public Works Analyst
City of Yucaipa
[email protected]
(909) 797-2489 Ext. 289
The Qualification portion of this proposal shall be in one envelope/package, and cost proposals shall be submitted in a SEPARATE SEALED ENVELOPE. Proposals shall indicate the following in a detailed manner:
1. Past experience of similar projects completed by the firm, years of involvement with municipal agencies, and appurtenant background information.
2. The Contractor shall assign a responsible representative as approved by the City and identify that person as such. That person shall remain in responsible charge for the duration of the work and shall be the primary contact for the Contractor.
3. Name of Sub-Contractor(s), if any, to be used for specific aspects of work, including a summary of previous work arrangements on similar types of work; names of Sub -Contractor's key personnel for the project, their professional experience, qualifications, and training which are applicable to this project, and the scope of services that will be provided by each Sub -Contractor, shall be described.
4. Hourly equipment and labor rate sheets for any and all equipment (rental and operated) and labor services that may be required. Be sure to include costs for all services included, including but not limited to the services called out in Section II.
5. This "Request for Qualifications/Proposals" does not commit the City to award a contract, paying any costs incurred in preparing a proposal in response to this request, or procuring or contracting for any services. The City reserves the right to accept or reject, in part or in its entirety, the request for qualifications if such action is deemed to be in the best interest of the City.
6. Any contract entered into as a result of this proposal shall be considered to include the items of work detailed in the proposal unless specifically deleted at the request of the City.
7. The Contractor is encouraged to contact the City's Public Works Staff concerning this RFQ/RFP, and to clarify any information provided herein. 00092061.2
8. All qualifications/proposals will be reviewed and ranked on the submitted scope of work, project -related work experience, and related project team experience by an evaluation panel. Evaluation criteria used to select the Contractor shall include, but not be limited to, the following: the Contractor's understanding of the project requirements; the ability of the firm to provide the required services in a timely manner; and the Contractor's approach to providing the best product for the City.
It is anticipated that this will be the only process necessary to select a Contractor to conduct the work; however, the city reserves the right to conduct either a formal interview process or an informal interview process, which may be conducted via telephone.
9. Qualifications/Proposals should contain no more than five (5) pages, excluding the wage and fee schedules and excluding cover letters, and exhibits. The City is not expecting elaborate qualifications/proposals with expensive graphics, etc.; rather a concise, direct proposal to complete the work required.
10. Qualifications/Proposals should include, but not be limited to, the following:
a) Page numbering.
b) Contractor organizational chart with names of personnel to be used for this project.
c) Concise, complete response to the technical requirements in the "Scope of Work".
d) Exceptions to or deviations from the requirements of this RFQ/RFP. Any alternative approach proposed by the Contractor shall be thoroughly explained and shall meet the objectives of the City.
e) Detailed fee schedule and wage rate sheet for services provided.
V. SCOPE OF WORK:
The Contractor shall provide on -call tree trimming services of trees in the public right-of- way and on City owned facilities within the City of Yucaipa, which may include roadway center medians, parks, public facilities, City owned properties, open space, street trees, and public easements. The Contractor shall furnish all labor, material, tools, equipment necessary to safely perform the work assigned. This equipment may include, but is not limited to, dump trucks, woodchippers, aerial lifts, traffic control devices, chain saws, personal safety gear, etc. The charges for these services will be as defined in the Contractor's wage and fee schedules, which are attached to this proposal. On -call tree trimming services shall include but not be limited to:
1. Removal and disposal of all debris in a legal and appropriate manner.
2. Tree trimming to maintain clearance from utility lines, structures, streets, and walkways.
3. Removal of dead, diseased, or hazardous branches.
4. Crown thinning or raising to improve tree structure. 00092061.2
5. Potential for tree removal in case of storms.
6. Stump grinding (may be included depending on the project) Standards
All testing and reports shall be in accordance with project bid documents, special provisions, and plans including:
1. City Standards
2. American National Standards Institute (ANSI) A-300 (Pruning Standard) VI. CONTRACT
The selected firm or individual will be required to execute a standard City Agreement for Services in its entirety. A sample copy is included herewith.
VII. INSURANCE REQUIREMENTS:
The Contractor shall procure and maintain insurance for the duration of the contract against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
The Contractor shall hold harmless, defend, and indemnify the City of Yucaipa, its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses, including attorney fees which actually or allegedly arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the Contractor, any Sub -Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City, its officers, officials, employees, and volunteers.
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, $4,000,000 general aggregate. 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 the Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with a limit no less than $1,000,000 per accident for bodily injury and property damage.
00092061.2
3. Workers' Compensation insurance is required by the State of California, with statutory limits, and Employer's Liability Insurance has a limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if the Contractor provides written verification, it has no employees).
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or 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 Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The Entity, 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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute to it.
Notice of Cancellation
Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and Sub - Contractors.
Self -Insured Retentions
00092061.2
Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to 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 Entity.
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 Entity.
Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
XIII. INDEMNIFICATION:
The Contractor shall indemnify and hold harmless the City, its officers, directors, employees, and agents from and against any and all claims, including attorney's fees and reasonable expenses for litigation or settlement, for any loss, damages, bodily injuries, and loss of property caused by negligent acts, omissions, or willful misconduct by the Contractor and its Sub -Contractors arising out of performance of the requirements of this RFQ/RFP.
IX. WORK PERFORMANCE:
All work shall be conducted and completed in accordance with all current, applicable state and federal laws, including, but not limited to Labor Code Sections 1770 et seq. where applicable; local laws, ordinances, and regulations; and all maps, plans and specifications on file with city.
X. CHANGES IN PERSONNEL:
All changes in key project personnel or Sub -Contractors shall be submitted to City in writing together with resumes for approval.
XI. COMPENSATION:
A. The wage and fee schedule for services shall be submitted with your qualifications/proposal. Contractor may submit a request to update Wage and Schedule rates for the City to review.
B. All work required to complete the project outlined in this RFQ/RFP shall be paid for 00092061.2
at the agreed rate. Costs for any and all items not specifically listed but required to complete the work for this project shall be considered included in the total cost proposed. No additional compensation shall be paid for such items. No additional compensation shall be given for any reproduction costs. Only a change in scope or any significant task addition or increase shall receive consideration for additional compensation.
C. If the Contractor feels that any work it has been directed to perform is beyond the scope of the agreement and constitutes extra work, it shall immediately notify the City, in writing. The City shall review such notice and, if justified, authorize additional compensation to the Contractor on a fair and equitable basis.
D. Progress payments may be made to the Contractor upon submittal of invoices to the City, no more frequently than monthly. Said invoices shall indicate the completion percentage of each task and the overall percentage of completion for the entire project.
In addition, an updated schedule showing tasks and their degree of completion shall be provided.
XII. EXTENSION OF CONTRACT
A. This contract shall remain in effect for a period of two and one-half years from the date of execution, ending June 30, 2027. The City reserves the right to extend this contract for one additional two-year period, under the same terms and conditions as the original contract, upon ninety (90) days prior notice in writing of its intention to exercise this option. The Contractor, however, shall be privileged to reject an extension of the contract period. Such rejection shall be made in writing to the City of Yucaipa at least sixty (60) days prior to the expiration of the contract period and shall state his unwillingness to continue under the same terms and conditions.
B. The City reserves the right to extend this contract for specific large-scale projects under the same terms and conditions as the original contract. 00092061.2
COMMUNITY DEVELOPMENT DEPARTMENT
SAMPLE GOODS AND SERVICES AGREEMENT
00092061.2
GOODS AND SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA,
A CALIFORNIA MUNICIPAL CORPORATION
AND
I***INSERT ENTITY TYPE AND STATE OF
INCORPORATION***1
Form Approved 2/10/2023
GOODS AND SERVICES AGREEMENT
FOR [Insert description of services, e.g. janitorial services or materials/equipment for purchase] BETWEEN THE CITY OF [CITY] AND [Insert Vendor's Name]
THIS GOODS AND SERVICES AGREEMENT ("Agreement") is made and entered into this [ ] day of [ ], 20[ ] ("Effective Date"), by and between the CITY OF [Insert City] ("City"), a California municipal corporation and [Insert Vendor's Name], [Insert entity, state of corporation and type of entity, e.g. a California corporation, a limited partnership, a limited liability 00092061.2
company] ("Vendor"). For the purposes of this Agreement, City and Vendor are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
1. City has sought by [Insert method of solicitation, e.g. issuance of request for proposals, direct contract] [Insert as applicable: to purchase from Vendor the materials and/or equipment and/or the performance of services] defined and described particularly in Section 2, "Scope of Services" of this Agreement.
2. Vendor desires to perform and assume responsibility for the [Insert as applicable, the sale of certain materials and/or equipment and/or the performance of services] required by the City on the terms and conditions set forth in this Agreement.
3. Vendor represents that it has the required competence and qualifications necessary [Insert as applicable, for the satisfactory performance of the services required/ to provide materials/equipment requested by the City].
4. The Parties desire to formalize the selection of Vendor [Insert as applicable, to sell to City the materials and/or equipment and/or render such services] as defined and described particularly in Section 2 "Scope of Services" of this Agreement and desire that the term of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term of this Agreement is through [Insert Date, recommend using end of current fiscal year], commencing on Effective Date, unless otherwise extended by written agreement of the Parties.
Vendor shall provide all Goods (defined particularly below) and complete the Services (defined particularly below) within the Term of this Agreement and shall meet any other established schedules and deadlines.
SECTION 2. SCOPE OF SERVICES
(a) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to perform the services and tasks set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Services"), and the City agrees to retain and does hereby retain Vendor for the Services. (b) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to sell to City and City agrees to purchase the materials and/or equipment set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Goods"). Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.
SECTION 3. SCHEDULE OF PERFORMANCE
Vendor shall provide the Goods and/or Services expeditiously, within the Term of this Agreement, 00092061.2
as set forth in Exhibit "C," "Schedule of Performance." Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance.
SECTION 4. ADDITIONAL SERVICES
At any time during the Term of this Agreement, City may request that Vendor perform "Additional Work." As used herein, "Additional Work" means any work which is determined by City to be necessary for the proper completion of the Goods and/or Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Vendor shall not be compensated for any Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 27 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such Additional Work is authorized, such additional work shall be deemed to be part of the Goods and Services.
SECTION 5. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Vendor the amounts specified in Exhibit `B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed [Insert Contract Amount] ("Not to Exceed Amount"), unless additional compensation is approved in writing in accordance with Section 27 "Administration and Implementation" or Section 28"Amendment" of this Agreement.
(b) Payment to Vendor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Vendor.
(c) If this Agreement is extended pursuant to Section 1 "Term of Agreement," the City shall pay the same rates specified in Exhibit `B" "Compensation."
(d) If Additional Work is authorized, Vendor will be compensated at the same rates and manner as set forth in this Agreement.
SECTION 6. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed and/or the goods provided. The invoices shall be delivered to City at the address set forth in Section 22, "Notices" hereof. (b) Vendor shall at any time prior to the fifteenth (15th) of any month, submit to City a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City, as detailed in (c) below. (c) In order to receive payment, Vendor shall submit to City an itemized invoice, on a monthly bases, for services performed pursuant to this Agreement. Each itemized statement shall identify at the top of the first page, the Not to Exceed Amount, the services rendered during the billing period, the amount due for the statement invoice and the total amount previously invoiced, if any, for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, 00092061.2
materials, equipment and supplies. If the compensation set forth in Section 5(a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Vendor to determine whether the work performed/ good delivered and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (d). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubmission. (d) Except as to any charges for work performed or expenses incurred by Vendor which are disputed by City, City will use its best efforts to cause Vendor to be paid within forty-five (45) days of receipt of Vendor's correct and undisputed invoice.
(e) The Parties estimate that performance of this Agreement will not exceed the Not to Exceed Amount.
Vendor shall notify the City in writing whenever it has reason to believe that the costs the Consultant expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Maximum Amount specified herein. As part of the notification, the Consultant shall provide the City a revised estimate of the total cost of performing this Agreement.
SECTION 7. INDEPENDENT CONTRACTOR
(a) Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing providing the Goods and/or Services under this Agreement on behalf of Vendor shall at all times be under Vendor's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Vendor or any of Vendor's officers, employees, subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner represent that Vendor or any of Vendor's officers, employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Vendor, nor any of Vendor's officers, employees or agents, shall obtain any rights to retirement, health care, workers' compensation, disability, or any other benefits which may otherwise accrue to City's employees. Vendor expressly waives any claim Vendor may have to any such rights.
SECTION 8. ACCEPTANCE OF GOODS
(a) The Goods shall be received subject to City's inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City's specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, 00092061.2
Section 19 "Indemnification" and Section 20 "Insurance." (b) If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor's risk for a reasonable time thereafter and shall be returned or disposed of at Vendor's expense. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City.
SECTION 9. ACCEPTANCE OF SERVICES
City may inspect and accept or reject any of Vendor's work under this Agreement, either during performance of the Services or when Services are completed. City shall reject or finally accept Vendor's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Vendor's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Vendor's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 "Indemnification" and Section 20 "Insurance."
SECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services. Vendor shall notify City of any changes in Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services prior to and during any such performance.
SECTION 11. STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and/or Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and/or Services. In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Services" that shall also be applicable to Vendor's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
SECTION 12. WARRANTY OF GOODS
In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; 00092061.2
and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer's warranty or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor agrees to indemnify, defend and hold City harmless against any and all third -party claims resulting from the breach or inaccuracy of any of the foregoing warranties.
SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (a) Vendor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement.
Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing. Vendor further represents and warrants that the Services provided herein shall conform to all ordinances, policies and practices of the City.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Vendor to comply with this section. (b)
Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Vendor shall specifically be aware of the CARB limits and requirements' application to "portable equipment," which definition is considered by CARB to include any item of equipment with a fuel -powered engine.
Vendor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement.
(c) To the extent applicable, Vendor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. 00092061.2
i. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor's non-compliance with the laws, regulations and policies described in this section, unless such non- compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. ii. In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this section. Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.
SECTION 14. PREVAILING WAGE LAWS
(a) Vendor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. [***Insert "If' OR "Since" as appropriate***] the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and [***Insert "If' OR "Since" as appropriate***] the total compensation is one -thousand dollars ($1,000) or more, Vendor agrees to fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Vendor's principal place of business and at the project site. Vendor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is the intent of the Parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law. (b) [***Insert "If' OR "Since" as appropriate***] the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Vendor and all subcontractors must be registered with the Department of Industrial Relations ("DIR"). Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor. This Agreement may also be subject to compliance monitoring and enforcement by the DIR. It shall be Vendor's sole responsibility to comply with all applicable registration and labor compliance requirements. 00092061.2
SECTION 15. NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave, reproductive health decision making, genetic information, gender, gender identity, veteran military status, or reasonable accommodation in connection with or related to the performance of this Agreement. Vendor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.).
Vendor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
SECTION 16. SAFETY
Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to:
i. Adequate life protection and life saving equipment and procedures; ii. Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and iii. Adequate facilities for the proper inspection and maintenance of all safety measures.
SECTION 17. ACCOUNTING RECORDS
Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
SECTION 18. DISPUTES
Should any dispute arise respecting the true value of any work done, of any work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment to Vendor during the performance of this Agreement, Vendor shall continue to perform while said dispute is decided by City. If Vendor disputes City's decision, Vendor shall have such remedies as may be provided by law. City reserves the right to employ other vendors in connection with the Goods and/or Services provided under this Agreement.
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SECTION 19. INDEMNIFICATION
(a) To the fullest extent permitted by law, Vendor shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Vendor or subcontractors), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the Goods and/or Services provided by Vendor, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control.
Vendor's duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.
(b) Vendor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Vendor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Vendor fails to obtain such indemnity obligations from others as required here, Vendor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Vendor and shall survive the termination of this Agreement and this section.
SECTION 20. INSURANCE
Vendor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit "D" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Vendor agrees to provide City with copies of required policies upon request.
SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor. In the event such notice is given, Vendor shall cease immediately all work in progress.
(b) Vendor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
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(c) If either Vendor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor's possession shall be returned to City. Vendor shall furnish to City a final invoice for work performed and expenses incurred by Vendor prepared as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
This final invoice shall be reviewed and paid in the same manner as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Vendor's performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Vendor a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.
SECTION 22. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City:
To Vendor:
City of [City]
Attn: City Manager
Address Line
Address Line
[Insert Vendor Name]
Attn: [Insert Appropriate Party]
Address Line
Address Line
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 23. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 24. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do 00092061.2
so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
SECTION 25. WAIVER
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Goods or Services shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 26. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.
SECTION 27. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under the [Insert City] Municipal Code.
SECTION 28. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vendor and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the [Insert City] Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. CONFLICTS OF INTEREST
(a) Vendor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Vendor's ability to provide the Goods and/or Services. Vendor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Vendor is, as of the date of execution of this Agreement, independently involved in providing non -related goods and/or services to other governmental agencies and private parties. Vendor is unaware of any stated position of City 00092061.2
relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Vendor will, provide non -related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.
SECTION 30. LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of San Bernardino, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California in Riverside.
SECTION 31. ATTORNEY'S FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Vendor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement. [SIGNATURE PAGE FOLLOWS]
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GOODS AND SERVICES AGREEMENT
FOR [Insert description of services, e.g. janitorial services or materials/equipment for purchase] BETWEEN THE CITY OF [CITY] AND [Insert Vendor's Name]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
CITY OF [CITY]
[Name]
City Manager
ATTEST:
CITY CLERK
By:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
VENDOR
By:
Its:
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Signature Page
EXHIBIT "A"
SCOPE OF SERVICES
Exhibit A — Scope of Services Page 1
EXHIBIT "B"
COMPENSATION
Compensation for the Services shall not exceed [insert amount].
Exhibit B - Compensation Page 1
EXHIBIT "C"
SCHEDULE OF PERFORMANCE
EXHIBIT "D"
INSURANCE
(A) INSURANCE REQUIREMENTS. Vendor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Vendor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Vendor shall provide the following scope and limits of insurance:
1. MINIMUM SCOPE OF INSURANCE. Vendor shall maintain the following types and limits of insurance.
2. MINIMUM LIMITS OF INSURANCE.
GENERAL LIABILITY INSURANCE. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.
Any endorsement restricting standard ISO "insured contract" language will not be accepted.
AUTOMOBILE LIABILITY INSURANCE. Vendor shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
WORKERS' COMPENSATION INSURANCE. Vendor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000 per accident or disease). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.
UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Vendor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions:
• A drop -down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and
• Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PRovISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Vendor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Vendor furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Upon request from the City, Vendor shall furnish certificates and endorsements from each subcontractor identical to those Vendor provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Vendor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
4. Coverage provided by Vendor shall be primary and any insurance or self- insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.
5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City,
and shall require similar written express waivers and insurance clauses from each of its subcontractors.
6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or 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 Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The Entity, 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 both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute to it.
Notice of Cancellation
Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and Sub - Contractors.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to 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 Entity.
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 Entity.
Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.