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HomeMy WebLinkAboutHunters Services 2019-03-19COU No. 1819186 AGREEMENT FOR PEST CONTROL SERVICES This Agreement, made and entered into this 19th day of March, 2019 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Hunters Services, a Corporation organized and in good standing under the laws of the state of California, hereinafter referred to as "Contractor". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to performing pest control. b. Contractor represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. c. City and Contractor agree upon the Scope -of -Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF WORK 1.1 The Work is described in detail in the attached Scope -of -Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Contractor. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Contractor shall commence performance of services as required by the Scope -of -Work upon receipt of a Notice to Proceed from City and shall complete such services within three (3) years from receipt of the Notice to Proceed. Contractor shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Contractor contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Contractor shall be compensated quarterly in the amount of $774.00 for a total not to exceed amount of $9,288.00. 4.2 Changes. Should changes in compensation be required because of changes to the Scope -of -Work of this Agreement, the parties shall agree in writing to any changes in Std — Pre E$vcsAgreement- November 2U. 2008 PAGE 1 OF 7 COU No. 1819186 compensation. "Changes to the Scope -of -Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub -contractor Payment. The use of sub -contractors or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. 4.4 Terms of Payment. Payment to Contractor for services rendered in accordance with this contract shall be based upon submission of quarterly invoices for the work satisfactorily performed prior to the date of the invoice Tess any amount already paid to Contractor, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed and the direct expenses incurred and billed for. 5.0 ASSURANCES OF CONTRACTOR 5.1 Independent Contractor. Contractor is an independent contractor and is solely responsible for its acts or omissions. Contractor (including its agents, servants, and employees) is not the City's agent. employee, or representative for any purpose. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Contractor under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City. Contractor shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Contractor agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Contractor, including the legal costs associated with defending against any audit, claim, demand or law suit. Contractor warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Contractor understands that its professional responsibility is solely to City. Contractor has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Contractor shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Contractor has a disclosure obligation under the City's Std — ProfSvcsA,,reemen- November 20, 2008 PAGE 2 OF 7 COU No. 1819186 local conflict of interest code, the Contractor shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Contractor's obligations arising under Paragraph 6.2 Contractor shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1 Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage — Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the contractor's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Contractor shall maintain limits no less than: General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $1.000,000 per occurrence. C. Deductibles and Self -Insured Retentions Std — ProfSscsAgreement- November 20, 200E I'AUL 3 OF 7 COU No. 1819186 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles owned, hired or borrowed by the Contractor for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope -of -protection afforded to the City, its officers, officials, employees or volunteers. b. The Contractor's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers. officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Contractor's performance of the work, pursuant to this Agreement. Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one (1) year from date of final approved invoice for this work. 4. All Coverages Std— ProtSvcs.Agreement- November 20, 2008 PAGE 4 OF 7 COU No. 1819186 Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating. F. Verification of Coverage Contractor shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute. the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before Contractor begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Contractor fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Contractor that City has paid the premium. G. Subcontractors Contractor shall include all subcontractors or sub -contractors as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub -contractor. All coverage for sub -contractors or sub -contractors shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Contractor agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Contractor in the performance of services under this contract by Contractor. but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss. arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys. investigators, consultants, experts and expert witnesses, and litigation expenses. Sid - PrulSvcsAgreement- November,, 7008 PAGE 5 OF 7 COU No. 1819186 References in this paragraph to City or Contractor, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Contractor by City and all documents or reports and supportive data prepared by Contractor under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Contractor's services at no additional cost to City. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Contractor shall be furnished to City in digital format and hardcopy. Contractor shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Contractor shall comply with the laws and regulations of the United States, the State of California. and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Contractor's services are considered unique and personal. Contractor shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Contractor for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Contractor was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice. the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Contractor. City shall pay the Contractor only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Contractor shall provide to City all finished or unfinished documents, data, studies, surveys; drawings, maps, models, photographs and reports prepared by the Contractor under this Agreement. Contractor shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off -set for any direct or consequential damages City may incur as a result of Contractor's breach of contract. Sid — ProlSviceAgrnement• November 20. 2008 PAGE 6 OF 7 COU No. 1819186 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart. each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH DEPT. OF PURCHASING 300 SEMINARY AVENUE UKIAH. CALIFORNIA 95482-5400 HUNTERS SERVICES JOE CRAIG 2555 ZANELLA WAY, STE A CHICO, CALIFORNIA 95482 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONTRACTOR IRS IDN Number CITY OF UKIAH BY: CITY MANAGER 2) 70 A9 Date Date ATTEST AIM 1/Vla/frd CITY CLERK Date Std — PmtS.csAgreement `o‘en1,a 20. 2008 PAGE 7 OF 7 Attachment A SCOPE OF WORK FOR PEST CONTROL SERVICES Hunters Services will furnish all materials, labor, equipment to: 1. Hunters Services will perform exterior treatment on a quarterly basis and interiors upon request at no additional charge at the following locations at: • Ukiah Sports Complex — 905 City Well Rd • Ukiah Skate Park — 1043 Low Gap Rd • Ukiah Municipal Pool — 511 Park Blvd • City of Ukiah Day Camp — 555 Park Blvd • Vinewood Park — 1260 Elm St • Anton Stadium — 506 Park Blvd • Alex R Thomas Plaza — 310 S. State St • Observatory Park — 407 Luce St • Parks Maintenance Office —185 Mason St 2. Hunters Services will invoice quarterly in the fixed price amount of $774.00, for a total not to exceed amount of $9,288.00 during this 3 -year agreement. 3. Pests covered in this agreement: Roaches, Wasps, Ants, Spiders, Fleas, Earwigs, Silverfish, Crickets, Rodents (traps and glueboards), and Millipedes. 4. It is the responsibility of Hunters Services that designated Field Representative is licensed by the State of California and that all chemical applications are made in accordance with all Local, State and Federal regulations including those set by the Environmental Protection Agency. 5. Hunters Services will provide Material Safety Data Sheets for all chemicals applied to serviced locations.