HomeMy WebLinkAboutArbor Pros LLC Service Contract Bid 12301339 -9-28-23GSD-B Service Contract – Contractor (08-2023)
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SERVICE CONTRACT
THIS CONTRACT (Contract) is made and entered into by and between the CITY OF
FRESNO, a California municipal corporation (City), and Arbor Pros, LLC, a Nevada
Corporation (Contractor), as follows:
1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to
Bidders," "Bid Proposal," and the "Specifications" including "General Conditions",
"Special Conditions" and "Technical Specifications" for the following: Logging Services
for Camp Fresno & Camp Fresno Junior (Bid File No. 12301339) copies of which are
annexed hereto, together with all the drawings, plans, and documents specifically referred
to in said annexed documents, and are hereby incorporated into and made a part of this
Contract, and shall be known as the Contract Documents.
2. PRICE. For the monetary consideration of $180,000, as set forth in the Bid
Proposal, Contractor promises and agrees to furnish or cause to be furnished, in a new
and working condition, and to the satisfaction of City, and in strict accordance with the
Specifications, all of the items as set forth in the Contract Documents.
3. PAYMENT. City accepts Contractor's Bid Proposal as stated and agrees to
pay the consideration stated, at the times, in the amounts, and under the conditions
specified in the Contract Documents.
4. INDEMNIFICATION: To the furthest extent allowed by law, including
California Civil Code section 2782 (if applicable), Contractor shall indemnify, hold
harmless and defend City and each of its officers, officials, employees, agents and
volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including, but not limited to personal injury, death
at any time and property damage) incurred by City, Contractor or any other person, and
from any and all claims, demands and actions in law or equity (including reasonable
attorney's fees, litigation expenses, and costs to enforce this Contract), arising or alleged
to have arisen directly or indirectly out of performance of this Contract. Contractor's
obligations under the preceding sentence shall apply regardless of whether City or any of
its officers, officials, employees, agents or volunteers are passively negligent, but shall
not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by
the active or sole negligence, or by the willful misconduct, of City or any of its officers,
officials, employees, agents or volunteers.
If Contractor should subcontract all or any portion of the work to be performed under
this Contract, Contractor shall require each subcontractor to indemnify, hold harmless
and defend City and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
5.The City Manager, or designee, is hereby authorized and directed to execute
and implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of authority
must be expressly included in the Agreement.
[Signatures follow on the next page.]
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GSD-B Service Contract – Contractor (08-2023)
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IN WITNESS WHEREOF, the parties have executed this Contract on the day and year
here below written, of which the date of execution by City shall be subsequent to that of
Contractor’s, and this Contract shall be binding and effective upon execution by both
parties.
CITY OF FRESNO, A California municipal corporation
By:
Melissa Perales
Purchasing Manager
General Services Department
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Date
Supv./Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
ARBOR PROS, LLC, A Nevada Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEWED BY:
Addresses:
CITY:
City of Fresno
Attention: Lawrence Garabedian, Division
Manager
1515 E Divisadero St.
Fresno, CA 93721
Phone: (559) 621-5763
E-mail: lawrence.garabedian@fresno.gov
CONTRACTOR:
Arbor Pros, LLC
Attention: Chayce Cassani, Owner
1350 Stardust Street Suite D
Reno, NV 89503
Phone: (775) 750-1087
E-mail: chayce@arborprosnv.com
Attachments:
A - Scope of Work
B - Cost Proposal
C - General Conditions and Minimum Limits of Insurance
DocuSign Envelope ID: C5A96C82-A3CD-4880-B217-844B2FCB344A
Owner
Chayce Cassani
10/13/2023
10/13/2023
10/13/2023
10/19/2023
10/19/2023
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Attachment A - Scope of Work
HAZARD TREE FELLING
1. Contractor shall perform all work to safely fell trees identified by the US Forest
Service for removal. Hazard trees identified by the US Forest Service for removal
are marked with a blue line and a unique tree identification marker that
corresponds to the Forestry staff who marked it.
2. The Contractor shall take all actions necessary to avoid damages caused by
felling operations and must protect the Camp’s water and sewer infrastructure,
structures, roads/driveways, landowner belongings and other private property.
3. Wherever possible, the Contractor shall avoid damaging or removing live trees
that are not marked for removal.
4. All work must be completed in a safe manner that prioritizes safety of the public,
City, Forestry Department, and Contractor.
5. Trees may be removed by conventional felling methods (hand felling), by climber,
by bucket truck or by crane operations. All other methods shall first be approved
by the City. Tree removal methods chosen by the Contractor must both ensure
safety of workers and public and maximize cost effectiveness.
6. Contractor shall limb all felled trees. Stumps shall be cut as close to the ground
as is practical while avoiding damage to Contractor’s equipment.
7. Contractor shall work with the City of Fresno and the US Forest Service to
determine tree disposal methods, which may vary based on log size and may
include: truck or tractor hauling all log segments resulting from project felling
operations to approved sites, chipping, stacking, etc.
LOG & STUMP REMOVAL
1. Contractor shall grind and remove stumps.
SLASH TREATMENT
1. Upon written approval of the US Forest Service Contractor shall treat slash
resulting from project felling operations by chipping and spreading it on site for
erosion control and site restoration. Mastication is also an acceptable method of
slash treatment.
2. The Contractor may haul excess slash to approved sites.
SITE RESTORATION
1. Contractor shall make every reasonable effort to restore disturbed sites to their
original condition.
2. All temporary access routes or significantly disturbed areas shall be graded to
blend back with natural original terrain.
3. Erosion control measures shall be applied to blend with surroundings consistent
with standard timber removal practices.
4. If approved by the US Forest Service, wood chips may be used as suitable
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erosion control. Contractor shall ensure that treated slash does not cover any at-
grade Camp facilities (i.e. water meters and sewer manholes) and shall make
reasonable efforts to clear drainage culverts and structures of treated slash.
5. If directed by the US Forest Service, slash, excess logs and/or wood chips may
need to be hauled off site for disposal.
6. Contractor shall restore, replace or re-install any fences, private belongings,
structures, etc. that have been temporarily moved or damaged during
Contractor’s operations.
TRAFFIC CONTROL
1. Contractor shall be responsible for providing all necessary traffic control to ensure
the safety of property owners, motorists and the public. Contractor must be
knowledgeable and capable of providing traffic control systems and measures that
meet the requirements of local ordinances, codes and regulations.
2. Personal vehicles of the Contractor’s employees shall not be parked on the
traveled way or shoulders. Vehicular access to Camp shall not be restricted
during evening hours and Contractor shall provide access to Camp during
construction operations, so long as it is safe. Contractor shall be responsible for
maintaining safe emergency exiting for Contractor, City, Forestry and Camp staff
at work site(s).
3. The Contractor must inform the Forest Service, County of Fresno and the
emergency dispatcher of all road closures prior to closure.
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Attachment B - Cost Proposal
Parks, After School, Recreation and Community Services (PARCS)
Aaron A. Aguirre, PARCS Director
Proposer's Name:
EXHIBIT A - COST PROPOSAL
ARBOR PROS LLC
REQUIREMENTS CONTRACT FOR LOGGING SERVICES FOR CAMP FRESNO & CAMP FRESNO JUNIOR REQUEST FOR PROPOSALS NO. 12301339
TERM OF CONTRACT The Contract shall be in effect for One (1) year from the date of the Notice to Proceed. The Contract may be extended in accordance with the provisions set forth in the Special Conditions of these Specifications.
TO THE PURCHASING MANAGER, CITY OF FRESNO
Having carefully examined the Request for Proposals, attachments and related documents, the undersigned proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the following services at the following rates:
Section 1 –Tree Removal Only (no stump grinding) Actual quantities and sizes ordered may vary from the estimates below.
ITEM #
ITEM
QTY
UNIT
UNIT PRICE
1 Mobilization 1 LUMP SUM $ 5000
2 Tree only removal per dia. inch 7” - 12” DBH 23 TREES $ 125
3 Tree only removal per dia. inch 13” - 18” DBH
48
TREES
$ 225
4 Tree only removal per dia. inch 19” - 24” DBH
45
TREES $ 345
5 Tree only removal per dia. inch 25” - 30” DBH
22
TREES $ 675
6 Tree only removal per dia. inch 31” - 36” DBH
19
TREES $ 1400
7 Tree only removal per dia. inch over 36”+ DBH
9
TREES $ 2500
8 Log deck back/stacking on-site. 1 LUMP SUM $ 13000
9 Haul & dispose of excess slash on-site. 1 LUMP SUM $ 12000
10 Haul & dispose of excess slash off-site; contingent upon forest service direction
1000 Miles
LOADED MILE $ 10
11 Traffic Control 1 DAY $ 2500
12 Miscellaneous Items (please describe below if applicable)
1
LUMP SUM
$
SECTION 1 SUB-TOTAL: $ 134130
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Proposer's Name:
(Continued)
(Submit with Proposal)
ARBOR PROS LLC
Section 1, Line item 12: Miscellaneous cost description:
Section 2 – Stump Grinding
Provide cost per tree; actual quantities may vary. Chips to remain on site pending US
Forest Service approval. May transport off-site contingent upon results of fuel load
survey conducted by US Forest Service.
13 Mobilization 1 LUMP SUM $ 2500
14 Stump grinding per diameter inch 0”-6” DBH
1
TREES $ 50
15 Stump grinding per dia. inch 7” - 12” DBH
1
TREES $ 100
16 Stump grinding per dia. inch 13” - 18” DBH
1
TREES $ 250
17 Stump Grinding per dia. inch 19” - 24” DBH
1
TREES $ 300
18 Stump Grinding per dia. inch 25” - 30” DBH
1
TREES $ 400
19 Stump Grinding per dia. inch 31” - 36” DBH
1
TREES $ 650
20 Stump Grinding per dia. inch over 36”+ DBH
1
TREES $ 750
21 Haul & dispose of excess chips off-site 1,000 LOADED MILE $ 10
22 Miscellaneous Items (please describe below, if applicable)
1
LUMP SUM
$
SECTION 2 SUB-TOTAL: $ 15000
Section 2, Line item 22: Miscellaneous cost description:
Parks, After School, Recreation and Community Services (PARCS)
Aaron A. Aguirre, PARCS Director
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Proposer's Name:
(Continued)
(Submit with Proposal)
ARBOR PROS LLC
The Total Amount of Proposal is ONE HUNDRED FORTY NINE THOUSAND ONE HUNDRED THIRTY
Dollars and ZERO Cents.
The above amount shall include any and all applicable taxes.
The quantities listed on the proposal page(s) are estimates for the initial term. The actual requirement of the City may be more or less than the quantities specified. The City will pay for only those items which it actually delivered or received during the term of the Contract.
The City reserves the right to reject any and all proposals.
Section I – Lines 8 and 9 are Lump Sum items, both Lump Sum items are for 175 trees each.
Parks, After School, Recreation and Community Services (PARCS)
Aaron A. Aguirre, PARCS Director
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Attachment C - General Conditions and Minimum Limits of Insurance
General Conditions
1. DEFINITIONS: Wherever used in the Specifications, including the Instructions to
Proposers, the proposal, or any of the Contract Documents, the following words shall have the
meaning herein given, unless the context requires a different meaning.
(a) "City" and "City of Fresno" shall each mean the City of Fresno, CA, unless otherwise
indicated.
(b) "City Manager" shall mean the City Manager of the City of Fresno.
(c) "Contract" and "Contract Documents" shall each mean and refer to
these Specifications, including the Instructions to Proposers, the
proposal and any addenda thereto, the Contract and all City of Fresno
specifications, and other papers and documents incorporated by
reference into or otherwise referred to in any of the foregoing
documents, whether or not attached thereto.
(d) "Contractor" shall mean each person or entity awarded a Contract hereunder and
named or to be named in the Contract with the City of Fresno to furnish the goods
or services, or both, to be furnished under the Contract.
(e) "Council" and "City Council" shall each mean the Council of the City of Fresno.
(f) "Proposer" shall mean each person or entity submitting a proposal, whether or not
such person or entity shall become a Contractor by virtue of award of a Contract by
the City.
(g) "Purchasing Manager" shall mean the Purchasing Manager of the City of Fresno.
(h) "Specifications" shall mean the Contract Documents.
2. DELIVERY OF SERVICES: If Contractor is delayed providing services by (i) any acts or
omissions of City or its employees, or others acting under authority of City by contract or
otherwise, (ii) acts of God which Contractor could not reasonably have foreseen and provided for,
(iii) illegal strikes, boycotts or like illegal obstructive action by employee or labor organizations, or
(iv) any illegal general lockouts or other defensive action by employers, whether general or by
organizations of employers; Contractor shall have no claim for damages against City for any such
cause of delay, but shall be entitled to an extension of time as will reasonably compensate
Contractor for actual loss of time occasioned thereby. Contractor may apply to the City Manager
for such extension. However, no such extension of time shall be granted unless Contractor shall
have notified the Purchasing Manager, in writing, within one week after the commencement or
occurrence of the condition or event which is expected to cause a delay in delivery, of such
condition or event and the actual or estimated number of days of delay anticipated on account
thereof. The decision of the City Manager as to the number of additional days, if any, to be allowed
for completion of delivery on account of such condition or event, will be given in writing to
Contractor.
3. TERMINATION FOR CONVENIENCE: The City reserves the right to terminate this
Contract for any reason, upon sixty (60) days written notice to the Contractor. In the event of such
termination, the Contractor shall be paid for satisfactory service performed to the date of
termination.
4. TERMINATION FOR CAUSE:
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a. If the Contractor shall fail to complete delivery, within the time or times specified
herein, of all or any part of the materials, equipment, supplies or services to be provided
under the Contract, the City Manager of the City of Fresno or designee, acting for and on
behalf of the City, may at any time after the expiration of the time for cure, terminate the
Contract as to the whole thereof, or in the event partial delivery has been made and
accepted, as to such of the items or service to be furnished which have not been delivered
or accepted prior to such termination.
b. The City may terminate this Contract if the Contractor materially breaches any of
its obligations under this Contract and fails to commence and diligently pursue reasonable
efforts to cure such breach within fifteen (15) days after written notice by the City specifically
describing the breach.
c. Such termination shall be effective upon receipt by Contractor of written notice of
termination from said City Manager or designee, which notice shall be deemed to have
been received by Contractor, if mailed by certified mail, within fortyeight hours to
Contractor's address as contained in the proposal to the City or, if personally delivered,
upon the delivery thereof to Contractor, the authorized representative of Contractor, or to
the Contractor's said address.
5. CONTRACT DOCUMENTS: Upon award of the Contract, the Contractor shall execute
and submit all required documents to the Purchasing Manager, 2101 G Street, Building A Fresno,
CA 93706, in a form acceptable to the City of Fresno within fifteen (15) calendar days (except in
the event federal funding is applicable to this Contract, then 10 working days) from the date of
Notice of Award. Failure to provide said documents within the designated period shall be sufficient
cause to forfeit the proposal deposit and initiate a City departmental recommendation for City to
award the Contract to another Proposer.
6. PERFORMANCE BOND: Throughout the life of this Contract, the Contractor shall pay for
and maintain in full force and effect a "Faithful Performance Bond" from a corporate surety,
admitted by the California Insurance Commissioner to do business in the State of California, in
the amount of $N/A. If applicable, this bond is to be renewed annually.
PROVISIONS APPLICABLE ONLY FOR SERVICES TO BE PERFORMED ON CITY
PREMISES
7. INSURANCE REQUIREMENTS.
(a) Throughout the life of this Agreement, Contractor shall pay for and maintain in full
force and effect all insurance as required herein with an insurance company(ies) either (i) admitted
by the California Insurance Commissioner to do business in the State of California and rated no
less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by
City's Risk Manager or designee at any time and in its sole discretion. The required policies of
insurance as stated herein shall maintain limits of liability of not less than those amounts stated
therein. However, the insurance limits available to City, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum limits specified therein
or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, Contractor or any
of its subcontractors fail to maintain any required insurance in full force and effect, all services
and work under this Agreement shall be discontinued immediately, and all payments due or that
become due to Contractor shall be withheld until notice is received by City that the required
insurance has been restored to full force and effect and that the premiums therefore have been
paid for a period satisfactory to City. Any failure to maintain the required insurance shall be
sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this
section shall in any way relieve Contractor of its responsibilities under this Agreement. The
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phrase “fail to maintain any required insurance” shall include, without limitation, notification
received by City that an insurer has commenced proceedings, or has had proceedings
commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Contractor shall not be deemed to release
or diminish the liability of Contractor, including, without limitation, liability under the indemnity
provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by Contractor. Approval or purchase
of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of
Contractor, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone
employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage arising out
of your business operations. The Commercial General Liability policy shall be
written on an occurrence form and shall provide coverage for “bodily injury,”
“property damage” and “personal and advertising injury” with coverage for
premises and operations (including the use of owned and non-owned equipment),
products and completed operations, and contractual liability (including, without
limitation, indemnity obligations under the Agreement) with limits of liability not less
than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
If personal automobile coverage is used, the City, its officers, officials, employees,
agents, and volunteers are to be listed as additional insureds.
3. Workers’ Compensation insurance as required by the State of California
and Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Contractor shall procure and maintain for the duration of the contract, and for five years thereafter,
insurance with limits of liability not less than those set forth below. However, insurance limits
available to City, its officers, officials, employees, agents, and volunteers as additional insureds,
shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
i. $2,000,000 per occurrence for bodily injury and property damage;
ii.$2,000,000 per occurrence for personal and advertising injury;
iii.$4,000,000 aggregate for products and completed operations; and,
iv.$4,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California
with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less
than:
(i) $1,000,000 each accident for bodily injury;
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(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury,
property damage or pollution clean-up costs that could result from of pollution
condition, both sudden and gradual. Including a discharge of pollutants brought to the
work site, a release of pre-existing pollutants at the site, or other pollution conditions
with limits of liability of not less than the following:
i. $1,000,000 per occurrence or claim; and,
ii. $2,000,000 general aggregate per annual policy period.
a. In the event this Agreement involves the transportation of
hazardous material, either the Commercial Automobile policy or
other appropriate insurance policy shall be endorsed to include
Transportation Pollution Liability insurance covering materials to be
transported by Contractor pursuant to the Agreement.
UMBRELLA OR EXCESS INSURANCE
In the event Contractor purchases an Umbrella or Excess insurance policy(ies) to meet the
“Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less
coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance
policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its
officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
Contractor shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and Contractor shall also be responsible for payment of any self-
insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance,
and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager
or designee, either:
i. The insurer shall reduce or eliminate such self-insured retentions as respects City,
its officers, officials, employees, agents, and volunteers; or
ii. Contractor shall provide a financial guarantee, satisfactory to City’s Risk Manager
or designee, guaranteeing payment of losses and related investigations, claim
administration and defense expenses. At no time shall City be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
i.All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after thirty calendar days’ written notice has been given to City, except ten
days for nonpayment of premium. Contractor is also responsible for providing
written notice to the CITY under the same terms and conditions. Upon issuance
by the insurer, broker, or agent of a notice of cancellation, non-renewal, or
reduction in coverage or in limits, Contractor shall furnish City with a new certificate
and applicable endorsements for such policy(ies). In the event any policy is due
to expire during the work to be performed for City, Contractor shall provide a new
certificate, and applicable endorsements, evidencing renewal of such policy not
less than fifteen calendar days prior to the expiration date of the expiring policy.
ii.In the event this Contract involves any lead-based environmental hazard (e.g., lead
based paint), the Contractors Pollution Liability insurance policy shall be endorsed
to include coverage for lead based environmental hazards. In the event this
Contract involves any asbestos environmental hazard (e.g., asbestos
remediation), the Contractors Pollution Liability insurance policy shall be endorsed
to include coverage for asbestos environmental hazards. In the event this Contract
involves any mold environmental hazard (e.g., mold remediation), the Contractors
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Pollution Liability insurance policy shall be endorsed to include coverage for mold
environmental hazards and “microbial matter including mold” within the definition
of “Pollution” under the policy.
iii. The Commercial General, Pollution and Automobile Liability insurance policies
shall be written on an occurrence form.
iv. The Commercial General, Pollution and Automobile Liability insurance policies
shall be endorsed to name City, its officers, officials, agents, employees, and
volunteers as an additional insured. Contractor shall establish additional insured
status for the City and for all ongoing and completed operations under both
Commercial General and Pollution Liability policies by use of ISO Forms or an
executed manuscript insurance company endorsement providing additional
insured status. The Commercial General endorsements must be as broad as that
contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
v. The Commercial General, Pollution and Automobile Liability insurance shall
contain, or be endorsed to contain, that the CONTRACTORS’ insurance shall be
primary to and require no contribution from the City. The Commercial General and
Pollution Liability policies are required to include primary and noncontributory
coverage in favor of the City for both the ongoing and completed operations
coverage. These coverages shall contain no special limitations on the scope of
protection afforded to City, its officers, officials, employees, agents and volunteers.
If Contractor maintains higher limits of liability than the minimums shown above,
City requires and shall be entitled to coverage for the higher limits of liability
maintained by Contractor.
vi. Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
vii. For any claims related to this Agreement, Contractor’s insurance coverage shall
be primary insurance with respect to the City, its officers, officials, agents,
employees, and volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, agents, employees, and volunteers shall be excess of
the Contractor’s insurance and shall not contribute with it.
viii. The Workers’ Compensation insurance policy shall contain, or be endorsed to
contain, a waiver of subrogation as to CITY, its officers, officials, agents,
employees and volunteers.
ix. The Commercial General, Pollution and Automobile Liability insurance policies
shall contain, or be endorsed to contain, a waiver of subrogation as to City, its
officers, officials, agents, employees, and volunteers.
PROVIDING OF DOCUMENTS - Contractor shall furnish City with all certificate(s) and
applicable endorsements effecting coverage required herein. All certificates and
applicable endorsements are to be received and approved by the City’s Risk
Manager or designee prior to City’s execution of the Agreement and before work
commences. All non-ISO endorsements amending policy coverage shall be executed by
a licensed and authorized agent or broker. Upon request of City, Contractor shall
immediately furnish City with a complete copy of any insurance policy required under this
Agreement, including all endorsements, with said copy certified by the underwriter to be a
true and correct copy of the original policy. This requirement shall survive expiration or
termination of this Agreement. All subcontractors working under the direction of Contractor
shall also be required to provide all documents noted herein.
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CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made
coverage form:
i. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by Contractor.
ii. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the work or termination of the Agreement,
whichever first occurs.
iii. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a retroactive date prior to the effective date of the
Agreement, or work commencement date, Contractor must purchase “extended
reporting” period coverage for a minimum of five years after completion of the work
or termination of the Agreement, whichever first occurs.
iv. A copy of the claims reporting requirements must be submitted to City for review.
v.These requirements shall survive expiration or termination of the Agreement.
SUBCONTRACTORS - -If Contractor subcontracts any or all of the services to be
performed under this Agreement, Contractor shall require, at the discretion of the City Risk
Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the
City to provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no Side Agreement is
required, Contractor will be solely responsible for ensuring that its subcontractors maintain
insurance coverage at levels no less than those required by applicable law and is
customary in the relevant industry.
8. INDEMNIFICATION: To the furthest extent allowed by law including California Civil Code
section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers,
officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited
to personal injury, death at any time and property damage) incurred by City, Contractor or any
other person, and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out
of performance of this Contract. Contractor's obligations under the preceding sentence shall apply
regardless of whether City or any of its officers, officials, employees, agents or volunteers are
passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the active or sole negligence, or the willful misconduct, of City or any of its
officers, officials, employees, agents, or volunteers.
If Contractor should subcontract all or any portion of the work to be performed under this
Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City
and each of its officers, officials, employees, agents, and volunteers in accordance with the terms
of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
9. PRECEDENCE OF CONTRACT DOCUMENTS: The order of precedence of documents
shall be: (1) Rules and Regulations of Federal Agencies relating to the source of funds for this
project; (2) Supplemental Agreements, Change Orders, or Contract the one dated later having
precedence over another dated earlier; (3) Special Conditions; (4) General Conditions; (5) Scope
of Work.
Whenever any conflict appears in any portion of the Contract, it shall be resolved by application
of the order precedence.
10. FEDERAL IMMIGRATION REFORM AND CONTROL ACT OF 1986: As a material part
of any contract for a City of Fresno project, every Contractor who has employees who will work
on a City of Fresno project, is required to comply with all of the provisions of the Federal
Immigration Reform and Control Act of 1986 (P.L. 99-603, 100 Stat. 3359). This requirement
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includes compliance with all of the employee documentation provisions. Furthermore, the
Contractor will make any employee documentation required to comply with the Act immediately
available to the City upon its request for each individual employee working on a City of Fresno
project.
11. WORKMANSHIP GUARANTY: The workmanship of the services to be performed for the
City by the Contractor will be in accord with the Specifications, and where not specified, in accord
with generally accepted standards.
12. ALTERATION OF TERMS: No alterations or variations of the terms of this Contract shall
be valid unless made in writing and signed by both parties.
13. CONTRACT CHANGES: No changes or modifications to the Contract shall be made
unless agreed to and signed by both parties. No prior, current or post award verbal agreement or
agreements with any officer, agent or employee of the City shall affect or modify any terms or
obligations of these Specifications or any Contract resulting from this procurement.
14. AMENDMENTS: The City of Fresno reserves the right to add, modify, or delete items from
the Contract including Special Conditions or Scope of Work. Any changes shall be made only by
means of a formal amendment signed by both the City and Contractor.
15. ASSIGNMENT: The Contract is personal to the Contractor and there shall be no
assignment, transfer, sale, or subcontracting by the Contractor of its rights or obligations under
the Contract without the prior written approval of the City. Any attempted assignment, transfer,
sale, or subcontracting by the Contractor, its successors, or assigns, shall be null and void unless
approved in writing by the City.
16. TERMINATION BY CITY FOR NON-APPROPRIATION: In the event of non-appropriation
relating to the Contract, City shall have the right to terminate the Contract at the end of any fiscal
year of City, in the manner and subject to the terms specified in this paragraph. City shall
endeavor to give written notice of such termination not less than sixty (60) days prior to the end
of such fiscal year, and shall notify Contractor of any anticipated termination. For purposes of this
paragraph, "fiscal year" shall mean the twelve-month fiscal period of City which commences on
July 1 in every year and ends on the following June 30. For purposes of this paragraph, "non-
appropriation" shall mean the failure of the City or City's governing body to appropriate money for
any fiscal year of City sufficient for the continued performance of the Contract by City.
17. INDEPENDENT CONTRACTOR: In the furnishing of the services provided for herein, the
Contractor is acting as an independent contractor. Neither the Contractor, nor any of its officers,
associates, agents or employees shall be deemed an employee, joint venturer, partner, or agent
of the City for any purpose. However, the City shall retain the right to verify that the Contractor is
performing its respective obligations in accordance with the terms of the Contract.
Because of its status as an independent contractor, Contractor and its officers, agents and
employees shall have absolutely no right to employment rights and benefits available to City
employees. Contractor shall be solely liable and responsible for all payroll and tax withholding
and for providing to, or on behalf of, its employees all employee benefits including, without
limitation, health, welfare and retirement benefits. In addition, together with its other obligations
under this Agreement, Contractor shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for and payment of
Contractor’s employees, including, without limitation, (i) compliance with Social Security and
unemployment insurance withholding, payment of workers compensation benefits, and all other
laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any
claim of right or interest in City employment benefits, entitlements, programs and/or funds offered
employees of City whether arising by reason of any common law, de facto, leased, or co-
employee rights or other theory. It is acknowledged that during the term of this Agreement,
Contractor may be providing services to others unrelated to City or to this Agreement.
18. GOVERNING LAW AND VENUE: The Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding, however, any conflict
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of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of
any action regarding the enforcement or interpretation of the Contract and any rights and duties
thereunder shall be Fresno County, California.
19. COMPLIANCE WITH LAW: In providing the services required under the Contract,
Contractor shall at all times comply with all applicable laws of the United States, the State of
California and the City of Fresno, and with all applicable regulations promulgated by Federal,
State, regional, or local administrative and regulatory agencies, now in force and as they may be
enacted, issued, or amended during the term of the Contract.
20. SEVERABILITY: The provisions of the Contract are severable. The invalidity, or
unenforceability of any one provision in the Contract shall not affect the other provisions.
21. INTERPRETATION: The Contractor acknowledges that the Contract in its final form is the
result of the combined efforts of the parties and that, should any provision of the Contract be found
to be ambiguous in any way, such ambiguity shall not be resolved by construing the Contract in
favor or against any party, but rather by construing the terms in accordance with their generally
accepted meaning.
22. ATTORNEY'S FEES: If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of the Contract, the prevailing party
in such proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses.
23. EXHIBITS: Each exhibit and attachment referenced in the Contract is, by the reference,
incorporated into and made a part of the Contract.
24. MAINTENANCE OF RECORDS: Records of Contractor pertaining to the services
hereunder shall be kept on a generally recognized accounting basis and shall be available to City
or its authorized representatives upon request during regular business hours throughout the life
of the Contract and for a period of three years after final payment and for the period of time
required by law. In addition, all books, documents, papers, and records of Contractor pertaining
to the Contract shall be available for the purpose of making audits, examinations, excerpts, and
transcriptions for the same period of time. This section shall survive expiration or termination of
the Contract.
25. RECYCLING: In the event Contractor maintains an office or operates a facility(ies), or is
required herein to maintain or operate same, within the incorporated limits of the City of Fresno,
Contractor at its sole cost and expense shall:
(a) After award, immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for each office and
facility. Literature describing City recycling programs is available from City's Solid Waste
Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the Solid Waste Management Division at (559) 621-1452 and
schedule a free waste audit, and cooperate with such Division in their conduct of the audit
for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste
Management Division the establishment of the recycling program in paragraph (i) above
and the ongoing maintenance thereof.
26. NOTICES: Any notice required or intended to be given to either party under the terms of
this Contract shall be in writing and shall be deemed to be duly given if delivered personally or
sent by United States registered or certified mail, with postage prepaid, return receipt requested,
addressed to the party to which notice is to be given at the party's address set forth on the
signature page of the Proposal in the case of the Contractor and at the address in the Special
Conditions for mailing of invoices in the case of City, or at such other address as the parties may
from time to time designate by written notice. Notices served by United States mail in the manner
above described shall be deemed sufficiently served or given at the time of the mailing thereof.
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27. BINDING: Subject to Section 15 of these General Conditions, once this Contract is signed
by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servants, employees and
representatives.
28. WAIVER: The waiver by either party of a breach by the other of any provision of this
Contract shall not constitute a continuing waiver or a waiver of any subsequent breach of either
the same or a different provision of this Contract. No provisions of this Contract may be waived
unless in writing and signed by all parties to this Contract. Waiver of any one provision herein
shall not be deemed to be a waiver of any other provision herein.
29. CUMULATIVE REMEDIES: No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in equity.
30. NO THIRD PARTY BENEFICIARIES: The rights, interests, duties and obligations defined
within this Contract are intended for the specific parties hereto as identified in the preamble of this
Contract. Notwithstanding anything stated to the contrary in this Contract, it is not intended that
any rights or interests in this Contract benefit or flow to the interest of any third parties.
31. EXTENT OF AGREEMENT: Each party acknowledges that they have read and fully
understand the contents of this Contract. This Contract represents the entire and integrated
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral. This Contract may be modified
only by written instrument duly authorized and executed by both City and Contractor.
32. HEADINGS: The section headings in this Contract are for convenience and reference only
and shall not be construed or held in any way to explain, modify or add to the interpretation or
meaning of the provisions of this Contract.
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