RFP #26-205010-01 Facility Operation and Management of the Lake Siskiyou Camp Resort

COUNTY OF SISKIYOU
CONTRACT FOR SERVICES
FOR BOARD OF SUPERVISORS SIGNATURE
This Contract is entered into on the date when it has been both approved by the Board
and signed by all other parties to it.
COUNTY: [DEPARTMENT]
[FULL ADDRESS]
And
CONTRACTOR: [NAME OF CONTRACTOR]
[ADDRESS]
[PHONE NUMBER]
[FAX NUMBER]
ARTICLE 1. TERM OF CONTRACT
1.01 Contract Term: This Contract shall become effective on __________and
shall terminate on_______________, unless terminated in accordance with the
provisions of Article 7 of this Contract or as otherwise provided herein.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
2.01 Independent Contractor: It is the express intention of the parties that Contractor
is an independent contractor and not an employee, agent, joint venture or partner
of County. Nothing in this Contract shall be interpreted or construed as creating
or establishing the relationship of employer and employee between County and
Contractor or any employee or agent of Contractor. Both parties acknowledge
that Contractor is not an employee for state or federal tax purposes. Contractor
shall retain the right to perform services for others during the term of this
Contract.
ARTICLE 3. SERVICES
3.01 Scope of Services: Contractor agrees to furnish the following services:
Contractor shall provide the services described in Exhibit "A" attached hereto.
No additional services shall be performed by Contractor unless approved in
advance in writing by the County stating the dollar value of the services, the
method of payment, and any adjustment in contract time or other contract terms.
All such services are to be coordinated with County and the results of the work
shall be monitored by the [Department Head] _________ or his or her designee.
1

To the extent that Exhibit A contains terms in conflict with this Contract or to the
extent that it seeks to supplement a provision regarding a subject already fully
addressed in this Contract, including a clause similar to this seeking to render its
language superior to conflicting language in this Contract, such language is
hereby expressly deemed null and void by all parties upon execution of this
Contract.
3.02 Method of Performing Services: Contractor will determine the method, details,
and means of performing the above-described services including measures to
protect the safety of the traveling public and Contractor's employees. County
shall not have the right to, and shall not, control the manner or determine the
method of accomplishing Contractor's services.
3.03 Employment of Assistants: Contractor may, at the Contractor's own expense,
employ such assistants as Contractor deems necessary to perform the services
required of Contractor by this Contract. County may not control, direct, or
supervise Contractor's assistants or employees in the performance of those
services.
ARTICLE 4. COMPENSATION
4.01 Compensation: In consideration for the services to be performed by Contractor,
County agrees to pay Contractor in proportion to services satisfactorily performed
as specified in Exhibit "A". Payment shall not exceed amount appropriated by
the Board of Supervisors for such services for the fiscal year.
4.02 Invoices: Contractor shall submit detailed invoices for all services being
rendered.
4.03 Date for Payment of Compensation: County shall pay within 30 days of receipt of
invoices from the Contractor to the County, and approval and acceptance of the
work by the County.
4.04 Expenses: Contractor shall be responsible for all costs and expenses incident to
the performance of services for County, including but not limited to, all costs of
materials, equipment, all fees, fines, licenses, bonds or taxes required of or
imposed against Contractor and all other of Contractor's costs of doing business.
County shall not be responsible for any expense incurred by Contractor in
performing services for County.
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
5.01 Contractor Qualifications: Contractor warrants that Contractor has the necessary
licenses, experience and technical skills to provide services under this Contract.
5.02 Contract Management: Contractor shall report to the (department head) or his or
her designee who will review the activities and performance of the Contractor
and administer this Contract.
2

5.03 Tools and Instrumentalities: Contractor will supply all tools and instrumentalities
required to perform the services under this Contract. Contractor is not required
to purchase or rent any tools, equipment or services from County.
5.04 Workers' Compensation: Contractor shall maintain a workers' compensation
plan, in an amount of no less than One Million Dollars ($1,000,000) per accident
for bodily injury or disease, covering all its employees as required by California
Labor Code Section 3700, either through workers' compensation insurance
issued by an insurance company or through a plan of self-insurance certified by
the State Director of Industrial Relations. If Contractor elects to be self-insured,
the certificate of insurance otherwise required by this Contract shall be replaced
with a consent to self-insure issued by the State Director of Industrial Relations.
Proof of such insurance shall be provided before any work is commenced under
this contract. No payment shall be made unless such proof of insurance is
provided.
5.05 Indemnification: Contractor shall indemnify and hold County harmless against
any and all liability imposed or claimed, including attorney's fees and other legal
expenses, arising directly or indirectly from any act or failure of Contractor or
Contractor's assistants, employees or agents, including all claims relating to the
injury or death of any person or damage to any property. Contractor agrees to
maintain a policy of liability insurance in the minimum amount of ($2,000,000)
Two Million Dollars, to cover such claims or in an amount determined appropriate
by the County Risk Manager. If the amount of insurance is reduced by the
County Risk Manager such reduction must be in writing. Contractor shall furnish
a certificate of insurance evidencing such insurance and naming the County as
an additional insured for the above-cited liability coverage prior to commencing
work. It is understood that the duty of Contractor to indemnify and hold harmless
includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by County of insurance certificates and endorsements
required under this Contract does not relieve Contractor from liability or limit
Contractor's liability under this indemnification and hold harmless clause. This
indemnification and hold harmless clause shall apply to any damages or claims
for damages whether or not such insurance policies shall have been determined
to apply. By execution of this Contract, Contractor acknowledges and agrees to
the provisions of this Section and that it is a material element of consideration.
5.06 General Liability and Automobile Insurance: During the term of this Contract,
Contractor shall obtain and keep in full force and effect a commercial, general
liability with no limits no less than Two Million Dollars ($2,000,000) per
occurrence and automobile policy or policies of no less than One Million Dollars
($1,000,000) per accident for bodily injury and property damage; the County, its
officers, employees, volunteers and agents are to be named additional insured
under the policies, and the policies shall stipulate that this insurance will operate
as primary insurance for work performed by Contractor and its sub-contractors,
and that no other insurance effected by County or other named insured will be
called on to cover a loss covered thereunder. All insurance required herein shall
be provided by a company authorized to do business in the State of California
3

and possess at least a Best A:VII rating or as may otherwise be acceptable to
County. The General Liability insurance shall be provided by an ISO Commercial
General Liability policy, with edition dates of 1985, 1988, or 1990 or other form
satisfactory to County. The County will be named as an additional insured using
ISO form CG 2010 1185 or the same form with an edition date no later than
1990, or in other form satisfactory to County.
5.07 Certificate of Insurance and Endorsements: Contractor shall obtain and file with
the County prior to engaging in any operation or activity set forth in this Contract,
certificates of insurance evidencing additional insured coverage as set forth in
paragraphs 5.04 and 5.10 and which shall provide that no cancellation, reduction
in coverage or expiration by the insurance company will be made during the term
of this Contract, without thirty (30) days written notice to County prior to the
effective date of such cancellation. Naming the County as a "Certificate
Holder" or other similar language is NOT sufficient satisfaction of the
requirement. Prior to commencement of performance of services by Contractor
and prior to any obligations of County, contractor shall file certificates of
insurance with County showing that Contractor has in effect the insurance
required by this Contract. Contractor shall file a new or amended certificate on
the certificate then on file. If changes are made during the term of this
Contract, no work shall be performed under this agreement, and no
payment may be made until such certificate of insurance evidencing the
coverage in paragraphs, 5.05, the general liability policy set forth in 5.06
and 5.10 are provided to County.
5.08 Public Employees Retirement System (CalPERS): In the event that Contractor
or any employee, agent, or subcontractor of Contractor providing services under
this Contract is determined by a court of competent jurisdiction or the Public
Employees Retirement System (CalPERS) to be eligible for enrollment in
CalPERS as an employee of the County, Contractor shall indemnify, defend, and
hold harmless County for the payment of any employee and/or employer
contributions of CalPERS benefits on behalf of Contractor or its employees,
agents, or subcontractors, as well as for the payment of any penalties and
interest on such contributions, which would otherwise be the responsibility of
County. Contractor understands and agrees that his personnel are not, and will
not be, eligible for memberships in, or any benefits from, any County group plan
for hospital, surgical or medical insurance, or for membership in any County
retirement program, or for paid vacation, paid sick leave, or other leave, with or
without pay, or for any other benefit which accrues to a County employee.
5.09 IRS/FTB Indemnity Assignment: Contractor shall defend, indemnify, and hold
harmless the County, its officers, agents, and employees, from and against any
adverse determination made by the Internal Revenue Service of the State
Franchise Tax Board with respect to Contractor's "independent contractor" status
that would establish a liability for failure to make social security and income tax
withholding payments.
4

5.10 Professional Liability: If Contractor or any of its officers, agents, employees,
volunteers, contactors or subcontractors are required to be professionally
licensed or certified by any agency of the State of California in order to perform
any of the work or services identified herein, Contractor shall procure and
maintain in force throughout the duration of the Contract a professional liability
insurance policy with a minimum coverage level of Two Million and No/100
Dollars ($2,000,000.00), or as determined in writing by County's Risk
Management Department.
5.11 State and Federal Taxes: As Contractor is not County's employee, Contractor is
responsible for paying all required state and federal taxes. In particular:
a. County will not withhold FICA (Social Security) from Contractor's
payments;
b. County will not make state or federal unemployment insurance
contributions on behalf of Contractor.
c. County will not withhold state or federal income tax from payment to
Contractor.
d. County will not make disability insurance contributions on behalf of
Contractor.
e. County will not obtain workers' compensation insurance on behalf of
Contractor.
5.12 Records: All reports and other materials collected or produced by the Contractor
or any subcontractor of Contractor shall, after completion and acceptance of the
Contract, become the property of County, and shall not be subject to any
copyright claimed by the Contractor, subcontractor, or their agents or employees.
Contractor may retain copies of all such materials exclusively for administration
purposes. Any use of completed or uncompleted documents for other projects
by Contractor, any subcontractor, or any of their agents or employees, without
the prior written consent of County is prohibited. It is further understood and
agreed that all plans, studies, specifications, data magnetically or otherwise
recorded on computer or computer diskettes, records, files, reports, etc., in
possession of the Contractor relating to the matters covered by this Contract
shall be the property of the County, and Contractor hereby agrees to deliver the
same to the County upon request. It is also understood and agreed that the
documents and other materials including but not limited to those set forth
hereinabove, prepared pursuant to this Contract are prepared specifically for the
County and are not necessarily suitable for any future or other use.
5.13 Contractor's Books and Records: Contractor shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the County for a minimum of five (5) years, or for any
longer period required by law, from the date of final payment to the Contractor
under this Contract. Any records or documents required to be maintained shall
be made available for inspection, audit and/or copying at any time during regular
business hours, upon oral or written request of the County.
5

5.14 Assignability of Contract: It is understood and agreed that this Contract
contemplates personal performance by the Contractor and is based upon a
determination of its unique personal competence and experience and upon its
specialized personal knowledge. Assignments of any or all rights, duties or
obligations of the Contractor under this Contract will be permitted only with the
express written consent of the County.
5.15 Warranty of Contractor: Contractor warrants that it, and each of its personnel,
where necessary, are properly certified and licensed under the laws and
regulations of the State of California to provide the special services agreed to.
5.16 Withholding for Non-Resident Contractor: Pursuant to California Revenue and
Taxation Code Section 18662, payments made to nonresident independent
contractors, including corporations and partnerships that do not have a
permanent place of business in this state, are subject to 7 percent state income
tax withholding.
Withholding is required if the total yearly payments made under this contract
exceed $1,500.00.
Unless the Franchise Tax Board has authorized a reduced rate or waiver of
withholding and County is provided evidence of such reduction/waiver, all
nonresident contractors will be subject to the withholding. It is the responsibility
of the Contractor to submit the Waiver Request (Form 588) to the Franchise Tax
Board as soon as possible in order to allow time for the Franchise Tax Board to
review the request.
5.17 Compliance with Child, Family and Spousal Support Reporting Obligations:
Contractor's failure to comply with state and federal child, family and spousal
support reporting requirements regarding contractor's employees or failure to
implement lawfully served wage and earnings assignment orders or notices of
assignment relating to child, family and spousal support obligations shall
constitute a default under this Contract. Contractor's failure to cure such default
within ninety (90) days of notice by County shall be grounds for termination of
this Contract.
5.18 Conflict of Interest: Contractor covenants that it presently has no interest and
shall not acquire an interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the services hereunder.
Contractor further covenants that, in the performance of this Contract, no
subcontractor or person having such an interest shall be used or employed.
Contractor certifies that no one who has or will have any financial interest under
this contract is an officer or employee of County.
6

5.19 Compliance with Applicable Laws: Contractor shall comply with all applicable
federal, state and local laws now or hereafter in force, and with any applicable
regulations, in performing the work and providing the services specified in this
Contract. This obligation includes, without limitations, the acquisition and
maintenance of any permits, licenses, or other entitlements necessary to perform
the duties imposed expressly or impliedly under this Contract.
5.20 Bankruptcy: Contractor shall immediately notify County in the event that
Contractor ceases conducting business in the normal manner, becomes
insolvent, makes a general assignment for the benefit of creditors, suffer or
permits the appointment of a receiver for its business or assets, or avails itself of,
or becomes subject to, any proceeding under the Federal Bankruptcy Act or any
other statute of any state relating to insolvency or protection of the rights of
creditors.
5.21 Drug-Free Workplace: Contractor hereby certifies compliance with Government
Code Section 8355 and the County of Siskiyou Personnel Policy in matters
relating to providing a drug-free workplace where employees are prohibited from
engaging in the unlawful manufacture, distribution, dispensation, possession, or
use of a controlled substance and provide the appropriate Drug-Free Workplace
Certification as required by various funding sources.
ARTICLE 6. OBLIGATIONS OF COUNTY
6.01 Cooperation of County: County agrees to comply with all reasonable requests of
Contractor (to provide reasonable access to documents and information as
permitted by law) necessary to the performance of Contractor's duties under this
Contract.
ARTICLE 7. TERMINATION
7.01 Termination on Occurrence of Stated Events: This Contract shall terminate
automatically on the occurrence of any of the following events:
1. Bankruptcy or insolvency of Contractor
2. Death of Contractor
7.02 Termination by County for Default of Contractor: Should Contractor default in the
performance of this Contract or materially breach any of its provisions, County, at
County's option, may terminate this Contract by giving written notification to
Contractor.
7.03 Termination for Convenience of County: County may terminate this Contract at
any time by providing a notice in writing to Contractor that the Contract is
terminated. Said Contract shall then be deemed terminated and no further work
shall be performed by Contractor. If the Contract is so terminated, the Contractor
shall be paid for that percentage of the phase of work actually completed, based
7

on a pro rata portion of the compensation for said phase satisfactorily completed
at the time of notice of termination is received.
7.04 Termination of Funding: County may terminate this Contract in any fiscal year in
that it is determined there is not sufficient funding. California Constitution Article
XVI Section 18.
ARTICLE 8. GENERAL PROVISIONS
8.01 Notices: Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or certified,
postage prepaid or return receipt requested. Mailed notices shall be addressed
to the parties at the addresses appearing in the introductory paragraph of this
Contract, but each party may change the address by written notice in accordance
with the paragraph. Notices delivered personally will be deemed communicated
as of actual receipt; mailed notices will be deemed communicated as of two (2)
days after mailing.
8.02 Entire Agreement of the Parties: This contract supersedes any and all contracts,
either oral or written, between the Parties hereto with respect to the rendering of
services by Contractor for County and contains all the covenants and contracts
between the parties with respect to the enduring of such services in any manner
whatsoever. Each Party to this Contract acknowledges that no representations,
inducements, promises, or contract, orally or otherwise, have been made by any
party, or anyone acting on behalf of any Party, which are not embodied herein,
and that no other contract, statement, or promise not contained in this Contract
shall be valid or binding. Any modification of this Contract will be effective only if
it is in writing signed by the Party to be charged and approved by the County as
provided herein or as otherwise required by law.
8.03 Partial Invalidity: If any provision in this Contract is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any
way.
8.04 Attorney's Fees: If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Contract,
the prevailing Party will be entitled to reasonable attorney's fees, which may be
set by the court in the same action or in a separate action brought for that
purpose, in addition to any other relief to which that party may be entitled.
8.05 Conformance to Applicable Laws: Contractor shall comply with the standard of
care regarding all applicable federal, state and county laws, rules and
ordinances. Contractor shall not discriminate in the employment of persons who
work under this contract because of race, the color, national origin, ancestry,
disability, sex or religion of such person.
8

8.06 Waiver: In the event that either County or Contractor shall at any time or times
waive any breach of this Contract by the other, such waiver shall not constitute a
waiver of any other or succeeding breach of this Contract, whether of the same
or any other covenant, condition or obligation.
8.07 Governing Law: This Contract and all matters relating to it shall be governed by
the laws of the State of California and the County of Siskiyou and any action
brought relating to this Contract shall be brought exclusively in a state court in
the County of Siskiyou.
8.08 Reduction of Consideration: Contractor agrees that County shall have the right
to deduct from any payments contracted for under this Contract any amount
owed to County by Contractor as a result of any obligation arising prior or
subsequent to the execution of this contract. For purposes of this paragraph,
obligations arising prior to the execution of this contract may include, but are not
limited to any property tax, secured or unsecured, which tax is in arrears. If
County exercises the right to reduce the consideration specified in this Contract,
County shall give Contractor notice of the amount of any off-set and the reason
for the deduction.
8.09 Negotiated Contract: This Contract has been arrived at through negotiation
between the parties. Neither party is to be deemed the party which prepared this
Contract within the meaning of California Civil Code Section 1654. Each party
hereby represents and warrants that in executing this Contract it does so with full
knowledge of the rights and duties it may have with respect to the other. Each
party also represents and warrants that it has received independent legal advice
from its attorney with respect to the matters set forth in this Contract and the
rights and duties arising out of this Contract, or that such party willingly foregoes
any such consultation.
8.10 Time is of the Essence: Time is of the essence in the performance of this
Contract.
8.11 Materiality: The parties consider each and every term, covenant, and provision
of this Contract to be material and reasonable.
8.12 Authority and Capacity: Contractor and Contractor's signatory each warrant and
represent that each has full authority and capacity to enter into this Contract.
8.13 Binding on Successors: All of the conditions, covenants and terms herein
contained shall apply to, and bind, the heirs, successors, executors,
administrators and assigns of Contractor. Contractor and all of Contractor's
heirs, successors, executors, administrators, and assigns shall be jointly and
severally liable under the Contract.
9

8.14 Cumulation of Remedies: All of the various rights, options, elections, powers and
remedies of the parties shall be construed as cumulative, and no one of them
exclusive of any other or of any other legal or equitable remedy which a party
might otherwise have in the event of a breach or default of any condition,
covenant or term by the other party. The exercise of any single right, option,
election, power or remedy shall not, in any way, impair any other right, option,
election, power or remedy until all duties and obligations imposed shall have
been fully performed.
8.15 No Reliance On Representations: Each party hereby represents and warrants
that it is not relying, and has not relied upon any representation or statement
made by the other party with respect to the facts involved or its rights or duties.
Each party understands and agrees that the facts relevant, or believed to be
relevant to this Contract, may hereunder turn out to be other than, or different
from the facts now known to such party as true, or believed by such party to be
true. The parties expressly assume the risk of the facts turning out to be different
and agree that this Contract shall be effective in all respects and shall not be
subject to rescission by reason of any such difference in facts.
(SIGNATURES ON FOLLOWING PAGE)
10