HomeMy WebLinkAboutAgreement A-22-490 Mark Herrold Service Agreement.pdf Agreement No. 22-490
22-0827
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated October 25 , 2022 and is between
3 Mark Herrold, a Sole Proprietor ("Contractor"), and the County of Fresno, a political subdivision
4 of the State of California ("County").
5 Recitals
6 A. The County wishes to contract for snow removal services on roads in County Service
7 Area No. 1 to clear access to the Wastewater Treatment Plant (CSA 1 —WWTP) and the
8 internal roads to Tamarack Estates (CSA 1 S), as shown on the map attached to this agreement
9 as Exhibit E (Service Area).
10 B. In selecting Contractor to provide services under this Agreement, the County has
11 suspended competition for snow removal services in CSA 1 —WWTP and CSA 1 S consistent
12 with the County's administrative policies.
13 C. The Contractor is willing and able to provide snow removal services within the Service
14 Area.
15 The parties therefore agree as follows:
16 Article 1
17 Contractor's Services
18 1.1 Scope of Services. The Contractor shall perform all of the services provided in
19 Exhibit A to this Agreement, titled "Scope of Services."
20 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
21 able to perform all of the services provided in this Agreement.
22 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
23 applicable federal, state, and local laws and regulations in the performance of its obligations
24 under this Agreement, including but not limited to workers compensation, labor, and
25 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County Representative is the County Director of Public Works and Planning or
4 his or her designee. The Contractor shall communicate and coordinate with the County
5 Representative, who will perform the following tasks:
6 (A) Examine documents and written notices submitted to the County by the
7 Contractor and timely render decisions as needed.
8 (B) Provide communication between Contractor and County officials and staff.
9 (C)The County Representative shall consider all matters submitted by the
10 Contractor for approval in a manner reasonably calculated to avoid substantial delays in
11 the Contractor's provisions of services under this agreement.
12 Article 3
13 Compensation, Invoices, and Payments
14 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
15 the performance of its services under this Agreement as described in Exhibit B to this
16 Agreement, titled "Compensation."
17 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
18 under this Agreement is $151,650 for the initial three-year term: $50,550 per year for the first
19 three years. If this Agreement is extended for two subsequent one-year terms, the maximum
20 compensation payable to the Contractor is $263,522 for the initial three-year term and the two
21 potential one-year renewal periods, with $55,112 being the maximum compensation payable in
22 the fourth year of this Agreement and $56,760 being the maximum compensation payable in the
23 fifth year of this Agreement. The Contractor acknowledges that the County is a local
24 government entity, and does so with notice that the County's powers are limited by the
25 California Constitution and by State law, and with notice that the Contractor may receive
26 compensation under this Agreement only for services performed according to the terms of this
27 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
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1 under this section. The Contractor further acknowledges that County employees have no
2 authority to pay the Contractor except as expressly provided in this Agreement.
3 3.3 Invoices. The Contractor shall submit monthly invoices to the Public Works and
4 Planning Business Office by mail to: PWP Business Office 2220 Tulare Street, 6` Floor
5 Fresno, California 93721 or by email to PWPBusinessOffice(c)_fresnocountyca.gov. The
6 Contractor shall submit each invoice within 60 days after the month in which the Contractor
7 performs services and in any case within 60 days after the end of the term or termination of this
8 Agreement.
9 3.4 Payment. The County shall pay each correctly completed and timely submitted
10 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
11 address specified in the invoice.
12 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
13 expenses that are not specified as payable by the County under this Agreement.
14 Article 4
15 Term of Agreement
16 4.1 Term. This Agreement is effective on November 1, 2022 and terminates on October
17 31, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and
18 Suspension," below.
19 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
20 year periods only upon written approval of both parties at least 30 days before the first day of
21 the next one-year extension period. The Director of Public Works and Planning or his or her
22 designee is authorized to sign the written approval on behalf of the County based on the
23 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
24 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
25 the time of the extension whether or not known to the County.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
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For the County:
6 Special Districts Administration
County of Fresno
7 2220 Tulare Street, 6th Floor
Fresno, California 93721
8 Special DistrictsAdm(a)-fresnocountyca.gov
9 For the Contractor:
Mark Herrold
10 PO Box 334
Shaver Lake, California 93664
12 5.2 Change of Contact Information. Either party may change the information in section
13 5.1 by giving notice as provided in section 5.3.
14 5.3 Method of Delivery. Each notice between the County and the Contractor provided
15 for or permitted under this Agreement must be in writing, state that it is a notice provided under
16 this Agreement, and be delivered either by personal service, by first-class United States mail, by
17 an overnight commercial courier service, or by Portable Document Format (PDF) document
18 attached to an email.
19 (A) A notice delivered by personal service is effective upon service to the recipient.
20 (B) A notice delivered by first-class United States mail is effective three County
21 business days after deposit in the United States mail, postage prepaid, addressed to the
22 recipient.
23 (C)A notice delivered by an overnight commercial courier service is effective one
24 County business day after deposit with the overnight commercial courier service,
25 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
26 the recipient.
27 (D)A notice delivered by PDF document attached to an email is effective when
28 transmission to the recipient is completed (but, if such transmission is completed outside
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1 of County business hours, then such delivery is deemed to be effective at the next
2 beginning of a County business day), provided that the sender maintains a machine
3 record of the completed transmission.
4 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
5 nothing in this Agreement establishes, waives, or modifies any claims presentation
6 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
7 of Title 1 of the Government Code, beginning with section 810).
8 Article 6
9 Termination and Suspension
10 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
11 contingent on the approval of funds by the appropriating government agency. If sufficient funds
12 are not allocated, then the County, upon at least 30 days' advance written notice to the
13 Contractor, may:
14 (A) Modify the services provided by the Contractor under this Agreement; or
15 (B) Terminate this Agreement.
16 6.2 Termination for Breach.
17 (A) Upon determining that a breach (as defined in paragraph (C) below) has
18 occurred, the County may give written notice of the breach to the Contractor. The written
19 notice may suspend performance under this Agreement, and must provide at least 30
20 days for the Contractor to cure the breach.
21 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
22 time stated in the written notice, the County may terminate this Agreement immediately.
23 (C) For purposes of this section, a breach occurs when, in the determination of the
24 County, the Contractor has:
25 (1) Obtained or used funds illegally or improperly;
26 (2) Failed to comply with any part of this Agreement;
27 (3) Submitted a substantially incorrect or incomplete report to the County; or
28 (4) Improperly performed any of its obligations under this Agreement.
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1 6.3 Termination without Cause. In circumstances other than those set forth above, the
2 County may terminate this Agreement by giving at least 30 days advance written notice to the
3 Contractor.
4 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
5 under this Article 6 is without penalty to or further obligation of the County.
6 6.5 County's Rights upon Termination. Upon termination for breach under this Article
7 6, the County may demand repayment by the Contractor of any monies disbursed to the
8 Contractor under this Agreement that, in the County's sole judgment, were not expended in
9 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
10 demand. This section survives the termination of this Agreement.
11 Article 7
12 Independent Contractor
13 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
14 agents, employees, and volunteers, is at all times acting and performing as an independent
15 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
16 venturer, partner, or associate of the County.
17 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
18 manner or method of the Contractor's performance under this Agreement, but the County may
19 verify that the Contractor is performing according to the terms of this Agreement.
20 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
21 right to employment rights or benefits available to County employees. The Contractor is solely
22 responsible for providing to its own employees all employee benefits required by law. The
23 Contractor shall save the County harmless from all matters relating to the payment of
24 Contractor's employees, including compliance with Social Security withholding and all related
25 regulations.
26 7.4 Services to Others. The parties acknowledge that, during the term of this
27 Agreement, the Contractor may provide services to others unrelated to the County.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
4 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
6 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
7 the performance or failure to perform by the Contractor (or any of its officers, agents,
8 subcontractors, or employees) under this Agreement. The County may conduct or participate in
9 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
10 defend the County.
11 8.2 Survival. This Article 8 survives the termination of this Agreement.
12 Article 9
13 Insurance
14 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
15 Agreement.
16 Article 10
17 Inspections, Audits, and Public Records
18 10.1 Inspection of Documents. The Contractor shall make available to the County, and
19 the County may examine at any time during business hours and as often as the County deems
20 necessary, all of the Contractor's records and data with respect to the matters covered by this
21 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
22 request by the County, permit the County to audit and inspect all of such records and data to
23 ensure the Contractor's compliance with the terms of this Agreement.
24 10.2 State Audit Requirements. If the compensation to be paid by the County under this
25 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
26 California State Auditor, as provided in Government Code section 8546.7, for a period of three
27 years after final payment under this Agreement. This section survives the termination of this
28 Agreement.
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1 10.3 Public Records. The County is not limited in any manner with respect to its public
2 disclosure of this Agreement or any record or data that the Contractor may provide to the
3 County. The County's public disclosure of this Agreement or any record or data that the
4 Contractor may provide to the County may include but is not limited to the following:
5 (A) The County may voluntarily, or upon request by any member of the public or
6 governmental agency, disclose this Agreement to the public or such governmental
7 agency.
8 (B) The County may voluntarily, or upon request by any member of the public or
9 governmental agency, disclose to the public or such governmental agency any record or
10 data that the Contractor may provide to the County, unless such disclosure is prohibited
11 by court order.
12 (C)This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure under the Ralph M. Brown Act (California
14 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
15 (D)This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as a public record under the California Public
17 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
18 with section 6250) ("CPRA").
19 (E) This Agreement, and any record or data that the Contractor may provide to the
20 County, is subject to public disclosure as information concerning the conduct of the
21 people's business of the State of California under California Constitution, Article 1,
22 section 3, subdivision (b).
23 (F) Any marking of confidentiality or restricted access upon or otherwise made with
24 respect to any record or data that the Contractor may provide to the County shall be
25 disregarded and have no effect on the County's right or duty to disclose to the public or
26 governmental agency any such record or data.
27 10.4 Public Records Act Requests. If the County receives a written or oral request
28 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
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1 and which the County has a right, under any provision of this Agreement or applicable law, to
2 possess or control, then the County may demand, in writing, that the Contractor deliver to the
3 County, for purposes of public disclosure, the requested records that may be in the possession
4 or control of the Contractor. Within five business days after the County's demand, the
5 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
6 possession or control, together with a written statement that the Contractor, after conducting a
7 diligent search, has produced all requested records that are in the Contractor's possession or
8 control, or (b) provide to the County a written statement that the Contractor, after conducting a
9 diligent search, does not possess or control any of the requested records. The Contractor shall
10 cooperate with the County with respect to any County demand for such records. If the
11 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
12 CPRA or other applicable law, it must deliver the record or data to the County and assert the
13 exemption by citation to specific legal authority within the written statement that it provides to
14 the County under this section. The Contractor's assertion of any exemption from disclosure is
15 not binding on the County, but the County will give at least 10 days' advance written notice to
16 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
17 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
18 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
19 failure to produce any such records, or failure to cooperate with the County with respect to any
20 County demand for any such records.
21 Article 11
22 Disclosure of Self-Dealing Transactions
23 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
24 or changes its status to operate as a corporation.
25 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
26 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
27 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
28 the County before commencing the transaction or immediately after.
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1 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
2 a party and in which one or more of its directors, as an individual, has a material financial
3 interest.
4 Article 12
5 General Terms
6 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. The Contractor acknowledges that County employees have no authority to
9 modify this Agreement except as expressly provided in this Agreement.
10 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 12.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 12.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 12.6 Days. Unless otherwise specified, "days" means calendar days.
23 12.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
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1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement,
15 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
24 (A) The Contractor is duly authorized and empowered to sign and perform its
25 obligations under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Agreement legally binds the
28 Contractor to the terms of this Agreement.
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1 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1) through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
MARK HERROLD COUNTY OF FRESNO
3
5 Mark Herrold, Owner Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
6 PO Box 334
Shaver Lake, California 93664 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 CSA 1 S
Org No.: 9302
13 Account No.: 7220
Fund No.: 0740
14 Subclass No.: 16010
15 CSA 1
Org No.. 9141
16 Account No.: 7220
Fund No.: 0740
17 Subclass No.: 16000
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Exhibit A
1 Scope of Services
2 The Contractor shall provide snow removal services in the zones displayed in Exhibit E.
3 Snow removal at all times shall be done in a manner to preserve and protect the roads to the
4 extent necessary to ensure safe and efficient transportation. The work shall be performed in a
5 professional, workmanlike manner, and Contractor shall use those methods and equipment
6 consistent with the best practices of the snow removal trade. Snow removal services are divided
7 into two periods: The "November through April Snow Removal Period" begins at 12:00 AM on
8 November 1 and lasts through 12:00 PM on the following April 30. The "Out-of-Season Snow
9 Removal Period" begins at 12:00 PM on April 30 and last through 12:00 AM on the following
10 November 1. The Contractors' responsibilities and duties are detailed below.
11 Before November 1, the Contractor shall:
12 1) Provide County staff with current certificates of insurance for all categories of required
13 coverage.
14 2) Conduct an inspection of the roadways in the Service Area, while accompanied by the
15 County Representative (as defined in Section 2.1 of this Agreement), and one or more Citizens
16 Advisory Council members for the relevant zone of County Service Area No. 1, to accomplish all
17 of the following:
18 a. Document in writing and in digital photographs the location and extent of any
19 previous damage to roadway pavement, curbs, gutters, driveway approaches, drainage and
20 sewer collection facilities. The documentation shall be transmitted to the County Representative
21 promptly and will be retained by the County as a benchmark for evaluating future damage.
22 b. Determine where snow poles are needed to be placed. The Contractor shall give
23 particular attention to areas susceptible to damage during the performance of snow removal
24 services, such as curves in the roadway or cul-de-sacs. The Contractor can obtain snow poles
25 from the County's Special Districts staff by written request (which may include by email). Snow
26 poles should be placed close to roadside curbing and close enough to each other to guide the
27 snow removal equipment operator away from causing damage to curbs and other obstacles.
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A-1
Exhibit A
1 3) Contact the Permit Engineer in the Road Maintenance and Operations Division of the
2 County Department of Public Works and Planning and obtain an encroachment permit for snow
3 removal for all eligible roadways. Contractor is solely responsible for paying encroachment
4 permit fees. If Contractor fails to obtain encroachment permits, County may terminate this
5 agreement.
6 During the November through April Snow Removal Period, the Contractor shall:
7 1) Have all necessary equipment in working and well-maintained condition, have all
8 necessary materials (such as sand) on hand, and have all necessary labor available 24 hours a
9 day, seven days a week, to perform snow removal services in the Service Area.
10 2) Perform snow removal operations in the Service Area such that snow does not
11 accumulate to more than three (3) inches in any one place including during storms. The
12 Contractor must commit the necessary equipment and manpower to reach the above
13 referenced standard, no matter what other snow removal commitments it has, and no matter the
14 length of roadways or the amount of snow. The County Representative may allow Contractor to
15 deviate from the above referenced standard in extreme or abnormal situations.
16 3) The roadways in the Service Area shall be cleared of snow so that two (2) traffic lanes
17 are open at all times, or if a roadway is not wide enough for two traffic lanes, to within two (2)
18 feet of curbs or edge of roadway pavement.
19 4) Make every reasonable effort to avoid piling or pushing snow up on driveway
20 approaches or access ways.
21 5) To limit potholing and rutting of the roads, the Contractor will remove snow that
22 accumulates and packs during a storm as soon as weather conditions permit, even if the
23 accumulation is less than three inches. Provided, however, that where the road surface has
24 tree roots erupting, the Contractor may leave a small accumulation of snow, if snow removal
25 would further damage the road surface.
26 6) Maintain and keep clear of snow all over-board drains provided on the subject roadways.
27 7) Remove snow from fire hydrants sufficient to keep them all accessible and maintainable
28 at all times.
A-2
Exhibit A
1 8) Apply sand to road areas that are slippery or subject to icing, or at the request of the
2 County Representative
3 9) Be responsible, and indemnify the County, for all damages to public and private property
4 resulting from snow removal and ancillary services. If the Contractor damages County-owned
5 property or property that the County is responsible for maintaining, the County Representative
6 shall determine, and notify the Contractor in writing, whether the Contractor is directly
7 responsible to repair the damages or shall pay the County for the actual cost of repair within 15
8 days after written notice.
9 10)Without additional compensation, remove snow or ice that accumulated because
10 Contractor failed to ensure that snow did not accumulate. The County is not responsible for any
11 damage or injury to equipment or persons resulting from the removal of accumulated snow or
12 ice.
13 11)Respond in writing to the County Representative about complaints made by residents in
14 the Service Area.
15 a. If there are complaints of insufficient services by the Contractor, the County
16 Representative will ask complainants to provide digital photo images with time stamps. If the
17 County Representative receives a first complaint of insufficient service, the Contractor shall
18 investigate and provide a written response to the County regarding the circumstances.
19 b. If the County Representative receives a second complaint about the same
20 insufficient service, or about similar insufficient service after a later snowstorm and is not
21 satisfied with the written explanation provided by the Contractor, the County Representative
22 may request a meeting with the Contractor to discuss any improvements in operation the
23 Contractor can provide.
24 c. If the County Representative receives a third complaint about the same
25 insufficient service, or about similar insufficient service after a later snow storm and is not
26 satisfied with the Contractor's written response, the County Representative may assess
27 liquidated damages of up to ten percent (10%) of the monthly's compensation and/or reduce the
28 Contractor's service area by contracting for snow removal services with another service
A-3
Exhibit A
1 provider, for zones where the Contractor has received complaints about insufficient service.
2 Further complaints about the same insufficient service by a Contractor, or about similar
3 insufficient service, are cause for the County to terminate this agreement with that Contractor for
4 all zones regardless of which zones received insufficient service.
5 12) Replace all snow poles damaged or removed during the season.
6 After the November through April Snow Removal Period, the Contractor shall:
7 1) Provide street sweepings on all roadways in the Service Area that received snow
8 removal services, preferably before the Memorial Day weekend, unless prohibited by
9 unseasonable snows. The purpose of street sweeping is to remove excess sand and debris
10 and whatever has been deposited in roadways due to snow removal. The Contractor may
11 sweep and clean the roads manually to reduce damage to the pavement.
12 2) Repair all surfaces, curbs, bent snow poles and signs, and other facilities that were
13 damaged by snow removal. The County Representative may withhold payment under this
14 agreement until repairs are made.
15 For the Out-of-Season Snow Removal Period:
16 If snowstorm episodes occur during the Out-of-Season Snow Removal Period, the
17 County Representative may give verbal authorization to the Contractor to remove snow from an
18 area within the Service Area. The County Representative has the discretion to determine the
19 level of service, type of equipment, and manpower levels that may or may not match the level of
20 service provided in the November through April Snow Removal Period. Unless there are
21 extraordinary conditions that imminently jeopardize the health and safety of residents or will
22 result in damage to vital equipment or property, the Contractor shall not provide snow removal
23 services until the County Representative provides verbal authorization. If extraordinary
24 conditions occur, the Contractor shall inform the County Representative in writing of the reason
25 for initiating snow removal without verbal authorization.
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A-4
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 For the November through April snow removal period, the County shall pay, and the
6 Contractor shall receive as compensation for services under this Agreement, $42,000 for CSA
7 1 S internal roads, to be paid in 6 monthly installments of$7,000 each, and $2,300 for CSA 1 —
8 WWTP access way to wastewater treatment plant 12 feet wide by 100 feet long, to be paid in 6
9 monthly installments. The first five installments for the access way will be $383.33 and the last
10 installment shall be $383.35.
11 For the Out-of-Season snow removal period, the Contractor will be compensated at
12 $250 per hour for equipment and manpower authorized by the County Representative. The
13 Contractor shall show the hours engaged in out-of-season now removal when a minimum of
14 three inches has accumulated on the subject roadway. No allowance will be made for travel
15 time to and from the service area.
16 1. CPI Adjustment
17 For each of the two additional one-year extensions past the initial three-year term, the
18 price quote(s) will be adjusted based on the Consumer Price Index (CPI) ALL Urban Consumers
19 for San-Francisco-Oakland-Hayward, CA, Standard Metropolitan Statistical Area published by
20 the United States Department of Labor, Bureau of Labor Statistics or any successor index. The
21 CPI information will be taken from the U.S, Department of Labor's website:
22 1ILLPJ .//UQLO.UIZ)A4UV/111 I It;JC I I CJI 1,V Vf1J`tJUJ/'1U
23 The price quote(s) for the November through April snow removal period and the rate(s)
24 per hour for Out-of-Season snow removal shall be adjusted as follows:
25 (A) In the third year of this Agreement, if both the County Representative and Contractor
26 agree to extend this Agreement by one year, the CPI value for April 2022 will be subtracted from
27 the CPI value for April 2025 and the difference divided into the April 2022 value to determine the
28 percentage change in the CPI from April 2022 to April 2025. The percentage change will be
B-1
Exhibit B
1 calculated to a tenth of one percent. If the County Representative and the Contractor agree to
2 extend this Agreement in the third year, all compensation amounts for the fourth year will be
3 adjusted up by the percentage change from April 2022 to April 2025 not to exceed nine percent
4 (9%). However, the maximum compensation payable under this Agreement shall not be
5 adjusted.
6 (B) In the fourth year of this Agreement, if both the County Representative and the
7 Contractor agree to extend this Agreement by one more year, the CPI value for April 2025 will
8 be subtracted from the CPI value for April 2026 and the difference divided into the CPI value for
9 April 2025 to determine the percentage change during that period. If the County Representative
10 and the Contractor agree to extend this Agreement in the fourth year, all compensation amounts
11 for the fifth year will be adjusted up by the percentage change not to exceed three percent (3%).
12 However, the maximum compensation payable under this Agreement shall not be adjusted.
13 (C) If the percentage change is zero or negative, the respective quotations and hourly
14 rates shall remain the same in either or both, of the fourth or the fifth year of this Agreement, as
15 applicable.
16 (D) Solely as an example of applying the calculations in subparagraph (A) or (B):
17 1.) If the calculations were made for subparagraph (A), they would be based on a
18 three year change; for example, if between April 2018 and April 2021, then the
19 CPI value for April 2021 (309.419) would be subtracted from the CPI value for
20 April 2018 (283.422) and difference (25.997) divided into the April 2018 value
21 (25.997/283.422) would result in the percentage change in the CPI from April
22 2018 to April 2021 (.0917, or 9.17%), and the "not to exceed" limitation of
23 subparagraph (A) would apply.
24 2.) If the calculations were made for subparagraph (B), they would instead be based
25 on a one year change, and the "not to exceed" limitation of subparagraph (B)
26 would apply.
27
28
B-2
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
D-1
Exhibit D
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
D-2
Exhibit D
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3
County of Fresno N
County Service Area IS- Tamarack Estates o oolzs oozs oos 0075 o Exhibit E WE
o Public Works and Planning . . . . .Mlles S
CSA 1 S -Tamarack Estates
0
0
0
Elevation: 7350 Feet
CSA 1 S Roadway Length (Approximate) .70 Miles SUN MOUNTAIN 0
Clearing of access way to Wastewater Treatment
Plant will have separate quotation
Wastewater Treatment Plant
Driveway from Flintridge Drive to Plant
is approximately 100 feet long
Legend
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