Fire Sprinkler, Suppression System Inspections

REQUEST FOR PROPOSALS (RFP) NO. 22-022 FOR FIRE SPRINKLER, SUPPRESSION SYSTEM INSPECTIONS, REPAIRS AND MAINTENANCE SERVICES RFP ISSUED: 9/15/22 PROPOSALS DUE: 10/3/2022 3:00 PM PROPOSAL SUBMITALS TO: CITY OF TURLOCK Attn: PURCHASING 156 S. BROADWAY, SUITE 270 TURLOCK, CA 95380 CITY OF TURLOCK INC. 1908 Page 2 INTRODUCTION The City of Turlock (hereinafter referred to as the City) is requesting proposals for qualified firms to provide fire sprinkler and suppression system inspections, repairs and maintenance services at the City of Turlock buildings. BACKGROUND In the heart of Californias Central Valley, Turlock is the second largest city in Stanislaus County located 100 miles south of Sacramento, CA covering an area just over 16 square miles with a population of over 73,000. Turlock is a General Law City that operates under the Council/Manager form of government. There are five city departments including Police, Fire, Development, Municipal and Administrative Services. RFP TIMELINE

This RFP will be governed by the following schedule: RFP Issued: 9/15/2022 Proposals Due: 10/3/2022 Approval of Contract: 10/25/2022 *All dates are subject to change at the discretion of the City QUESTIONS Request for Information (RFI) should be directed to: purchasing@turlock.ca.us All questions must be in writing and received at least five (5) working days prior to the closing date for submittal of this Request for Proposal (RFP), to provide time for issuing and forwarding answers. The City will not be responsible for oral interpretations of the Request for Proposal (RFP). SCOPE OF SERVICE The City invites you to submit a proposal for fire sprinkler and suppressions inspections, repairs and maintenance services. This section describes the desire to establish a five (5) year contract term, with three (3) one-year renewal options for providing Fire Sprinkler and Suppression Inspections, Repairs and Maintenance Services in accordance with the terms, conditions and specifications contained herein. Page 3 The scope of work includes, but is not limited to, the following: PART 1 GENERAL 1.1 Description The City seeks the services of a contractor with expertise in Fire Sprinkler Systems. The City requires a qualified proposer to provide preventive maintenance to improve equipment operations, increase efficiency, minimize breakdowns and prolong equipment life and to perform scheduled inspections of the Citys systems. The maintenance includes annual, semi- annual and five (5) year fire sprinkler inspections. a. Vendors should note that the qualities listed in each section are estimates only of annual requirements based on prior services. Vendors should also read the entire Request for Proposal to ensure they clearly understand the requirements. 1.2 Work to Be Included A. The contractor shall be responsible for the following: 1. Provide fire sprinkler and suppression inspections. 2. Provide annual fire pump inspections 3. Provide annual fire testing for three (3) elevators 4. Inspections, repairs and preventive maintenance for the Citys buildings indicated from this RPF. 1.3 Performance Terms and Conditions a. Detailed reports of all accidents resulting personal injury or any damage to equipment must be kept on file by the Contractor. Copies of these reports shall be issued to the Public Facilities Maintenance Supervisor. b. Separate Contracts: The City reserves the right to obtain competitive proposals for work not covered in the inspection portion of this RFP. The Contractor will cooperate with any contractor retained under such conditions. 1.4 Laws and Permits a. The contractor shall comply with all Federal, State, and Municipal Laws, codes and ordinances, prepare all documents, give all notices, obtain all permits necessary for the work, pay all costs and fees for permits and inspections and obtain all certificates of inspections and approval for work and deliver same to the Public Facilities Maintenance Supervisor or designee. This does not include annual State safety inspections. b. The Contractor shall immediately inform, in writing the Public Facilities Maintenance Supervisor or designee, of any work conditions or materials which violate any of the above laws and regulations. Any work done by the Contractor causing such violations shall be corrected by the Contractor at the Contractors own expense. 1.5 Service Requirements a. Inspections and testing are to be pre-scheduled, at least 72 hours in advance, with the Parks, Recreation & Public Facilities Supervisor or his designee. The exact days and Page 4 times shall be determined through mutual agreement between the City and the Contractor. The City shall make the final determination. b. System impairment notification to the Public Facilities Maintenance Supervisor and the Turlock Fire Department are required any time systems are taken off line. c. There will be one representative from the Public Works Department assigned to the inspection/testing operators on each visit in order to disable and reset the fire alarm systems. All other manpower will be provided by the testing contractors. d. Return of Premises: Upon completion of any services, the Contractors employee will return all space disrupted by maintenance work to a neat and clean condition. e. The contractor is to ensure 24-hour availability for emergency and/or unscheduled services. f. Five Year Tests The Contractor shall perform Five Year Tests when they come due. Internal inspections were conducted when 5 years are due. During the appropriate year of this contract the testing contractor must perform a five-year internal pipe inspection in accordance with NFPA requirements. g. All available building floor plans will be made available for review in the Public Facilities Maintenance Supervisors Office which is located at 144 S. Broadway, Turlock, CA h. On Site Records The Contractor shall provide, and keep current, a check chart suitable for each system, to indicate the status of all scheduled inspections, work performed and the date of performance. The chart shall be posted at the sprinkler system rise or other location convenient to each system. The Contractor must initial and date the chart to indicate the work has been accomplished. i. Three (3) copies of the detailed written reports (in accordance with NFPA, as referenced above) shall be prepared by the contractor and issued to the Public Facilities Maintenance Supervisor or his designee after each regular or emergency visit. Payment to the contract will NOT be made until such reports are received and approved by the City. j. Licenses The contractor agrees to obtain any licenses and certifications from Federal, State and local Authorities needed to permit their firm to carry out the activities hereunder and further agrees to comply with all Federal, State and Municipal Laws and Ordinances relative to activities herein. 1.6 Performance a. The following inspection and maintenance operation shall be followed in carrying out the performance on this contract. NFPA 25 constitutes the minimum of operations and frequency of performance to be provided on Sprinkler Systems. NFPA 11, 12, 13 & 17 constitutes the minimum of operations and frequency of performance to be provided on Special Hazard Suppression Systems. NFPA 96 AND 101 constitutes the minimum Page 5 operations and frequency of performance to be provided on Kitchen Hood Suppression Systems. The Contractor must recognize that additional services may be required to comply with performance and safety requirements of the City. b. The following inspection and maintenance operation shall be followed in carrying out the performance on this contract. NFPA 20 constitutes protects life and property by providing requirements for the selection and installation of pumps to ensure that systems will work as intended to deliver adequate and reliable water supplies in a fire emergency. An annual flow test of the pump assembly determines its ability to continue to attain satisfactory performance at shutoff, rated flow, and peak loads. The Contractor must recognize that additional services may be required to comply with performance and safety requirements of the City. c. Quarterly Services: Weekly/Monthly inspections required by NFPA shall also be conducted during the quarterly inspections. d. Annual Services in additional to the requirements of NFPA. Evaluate the adequacy of the design of the installed system if this not a part of the periodic inspections. e. All applicable codes in NFPA shall be considered even if not listed. f. Emergency Call Back Services The Contractor will be required to provide overtime emergency call back service as required by these specifications and shall be rendered at any hour, on any day of the week required, and the Contractor shall respond within two (2) hours of notifications of each such requirement from the City. For activated systems, response time shall be within one (1) hour. After hours calls will be paid at the overtime rate as noted on the bid proposal (Exhibit A) unit price form. g. Technician Qualifications The Contractor will provide one (1) primary Technician who will be responsive for and oversee all work. Other Technicians and apprentices will assist as necessary. All Technicians will hold a current license, and be thoroughly familiar with maintenance, repair and troubleshooting requirements for installations listed in this specification. Technicians will be interviewed by the City for acceptability prior to assignment to the site. The Contractor will also provide other Technicians fulfilling the same qualifications to provide for continuing service during absences of the regular Technician. The Contractor will provide copies of licenses and qualifications of all personnel assigned to this contract. No personnel may be assigned to or removed from this site without prior approval from the Public Works Director or designee. 1.7 Communications It is expected that the Contractor, generally through the primary Technician shall maintain good communications with the Public Facilities Maintenance Supervisor by prompt notification of major work required. Safety related or serious problems, and unusual circumstances. Notification of any damaged or abused equipment. Notification of any equipment not operating as designed. Notification of shutdown of any equipment. Feedback of maintenance problems, and equipment performance through clear and well Page 6 documented service slips. Contractors shall arrange annual update meeting with Public Facilities Maintenance Supervisor or designee. 1.8 Documentation The City requires that the Contractor maintain full documentation of inspections and such documentation will be maintained at the Public Works Department. This will be including, but not be limited to the following: a) The Contract shall develop a written inspection program including a schedule within thirty (30) days after award of contract b) Reports of all service calls and failures c) Report of major or safety related problems encountered or any equipment not operating to design specifications d) Repair logs to document all work done on each system. Original maintenance records will remain as the City property. e) All changes in writing of the system components will be recorded on the citys plans and specifications maintained at the Public Works Office f) Failure to comply with any of the above may result in non-payment. Work shall not be considered performed if written documentation and sign in logs are incomplete. 1.9 System Downtime As noted in Paragraph 1.4 (b) System impairment notification must be given anytime a system is taken off line. In the case where repairs are necessary the Contractor shall ensure that repairs are expedited to minimize downtime. Not more than one system per City shall be put out of service at one time for regular maintenance, inspection or servicing. When a system is taken out of service, how and when the system is to be put back into service shall be scheduled with the City in advance. 2.0 Repair Parts Availability and Characteristics a. To assure a minimum of downtime for emergency repairs, the Contractor will be required to maintain a supply of spare parts sufficient for normal maintenance and repair of the systems. These spare parts shall be genuine, original manufacturers parts or approved equal. b. Contractor will be responsible to insure a supply of sprinklers (minimum of 6) corresponding to the types and temperatures used on the premises shall be kept in a cabinet located where temperatures will at no time exceed 100-degree F; as shall an appropriate sprinkler wrench(s). The systems are to be maintained to original design, conditions and performance characteristics. If equipment has obsolete parts, with no current direct replacement, the parts will be replaced with new non-proprietary parts so as to maintain the systems original design and performance characteristics. 2.1 Parts Costs: The City reserves the right to audit the Contractors records to determine cost. 2.2 Work Hours: Normal work shall be accomplished 8:00 a.m. to 4:00 pm., Monday through Friday. Page 7 PROPOSAL FORMAL GUIDELINES Consultants are to provide the City with a proposal using the following guidelines: Each proposal must adhere to the following order and content of sections. A. Qualifications and Experience Provide a brief history of your business entity and project team. Identify legal form, ownership, and senior officials of company. Identify the name and email of the main contact, including phone number and e-mail address. Include the website address (if applicable). If proposing a sub-consultant, describe the division of responsibilities between participating parties, and offices (location) that would be the primary participants. Describe professional experience and number of employees (licensed professionals, technical support) on the proposed project team. B. Methodology Section Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include: 1. An implementation plan that describes in detail (i) the methods, including controls by which your firm or entity manages projects of the type sought by this RFP. 2. Detailed description of efforts your firm or entity will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section. 3. Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work. 4. Proposers are encouraged to provide additional innovative and/or creative approaches for providing the service that will maximize time and cost-effective operations or increased performance capabilities. In addition, the City will consider proposals that offer alternative service delivery means and methods for services desired. C. Staffing Provide a list and resumes of individual(s) who will be working on this project, their relevant experience, and indicate the functions that each will perform and anticipated hours of service of each individual. D. Similar Projects Page 8 Provide a list of at least municipal/public agency references for similar services provided by your firm. The City reserves the right to contact any of the organizations or individuals listed. Information provided shall include: Client Name Project Description Project start and end dates Client project manager name, telephone number, and e-mail address E. Fee Proposal All proposers shall submit a fee proposal which delineates tasks, hours and cost for all staff working on the project. Proposals shall be valid for a minimum of 180 days following submission. PROCESS FOR SUBMITTING PROPOSALS Sealed bids for this RFP shall be filed with the Purchasing Division at 156 S. Broadway, Suite 270, Turlock, California, 95380, on or before 3:00 PM on Monday, October 3, 2022. No late bids will be accepted. Proposers shall submit one original of the proposal, along with one electronic copy via USB. The City reserves the right, without limitation and at its sole discretion, to accept or reject any or all proposals and/or terminate this RFP process at any time, for any reason, without notice and with no obligations. EVALUATION OF PROPOSALS AND SELECTION PROCESS The City will screen and review all proposals according to the weighted criteria set forth above. While price is one basic factor for award, it is not the sole consideration. Page 9 The criteria are as follows: Criteria Categories Points Possible Points Awarded Qualifications of Key Personnel: Include ability to provide the requested scope of services, recent experience conducting work of similar scope, complexity, and magnitude for other public agencies of similar size, references. 25 Approach to Providing the Requested Scope of Services: Includes an understanding of the RFP and of the projects scope of services, knowledge of applicable laws and regulations related to the scope of services. 10 Price Proposal 25 Innovation/Creative Approach: Innovative and/or creative approaches to providing the services that provide additional efficiencies, expedited timing or increased performance capabilities. 25 References 15 Total Points 100 Please note that this RFP pertains to professional services, and the above referenced scoring rubric will be used as guidance only. Given the nature of the services, the City reserves the right to utilize its discretion in awarding the project. The City also reserves the right to negotiate pricing and contract terms. After reviewing the proposals, City Staff may conduct interviews with the top firms. Staff will forward a recommendation to the City Council for final selection. The City reserves the right to reject all proposers and/or to invite other individuals and/or firms to respond to this RFP if the proposals received are inadequate. A. Responsiveness Screening Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers regarding their proposals. Page 10 B. Proposal Review The Committee will review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The City may contact and evaluate the Proposers references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposers services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of the evaluation process, the Committee will rank all Proposers according to the evaluation criteria set forth above. The Committee will conclude the evaluation process at this point, and make a recommendation for award. Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP. EXPARTE COMMUNICATIONS Proposers and Proposers representatives cannot communicate with the City Council members about this RFP. In addition, Proposers and Proposers representatives cannot communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after Contract Award. Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public meeting. A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. CONFLICT OF INTEREST The Proposer warrants and represents that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090 et seq., or sections 87100 et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. Page 11 STANDARD TERMS AND CONDITIONS A. Amendments The City reserves the right to amend or supplement this RFP prior to the proposal due date. B. Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City. C. Professional Services Agreement The City will require a professional services agreement from the consultant found most qualified. A copy of the Citys standard PSA is attached hereto. Please be advised the following provisions of the Citys PSA are non-negotiable: Indemnification All insurance terms Termination Ownership/Us of Contract Materials and Products Disputes Governing Law If an agreement cannot be reached, negotiations with an alternate consultant may commence. D. Background The City will require from the contractor that all technicians go through a background check at Turlock Police Department. E. Job Site Performance If the Fire Marshall or his designee finds that the contract work is not being performed as per the contract, the Fire Marshall will give a ten (10) days notice to the Contractor. Any callbacks due to non-performance shall be at no charge. If the deficiency is not corrected within ten (10) days, the Fire Marshall or his designee will correct the deficiency by any means possible and then bill the Contractor. F. Labor Code Section 1725.5 No Contractor or subcontractor may be listed on a bid proposal for public works unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. No contractor or subcontractor may be awarded a contract for public work on a public works Page 12 unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. The contractors and subcontractor must furnish electronic certified payroll records to the Labor Commissioner. The contractor shall post job site notices prescribed by registration. (See 8 California Code Reg 16451 (d) for the notice that previously was required for projects monitored by the CMU.) Page 13 Proposal for INSPECTIONS OF FIRE SPRINKLERS, FIRE PUMP, ELEVATORS, AND SUPPRESSION SYSTEM AND REPAIRS AND MAINTENANCE SERVICES Name of Firm: _______________________________________________________________________________________ Contact Person(s): __________________________________________________________________________________ Address: _____________________________________________________________________________________________ Phone: ______________________________ Fax: ____________________________________________________________ Email: ________________________________________________________________________________________________ License No.: ____________________________________ License Expiration Date: ____________________ Classification: __________________________________ DIR Registration No.: _______________________ _ (Signature) REPAIRS AND MAINTENANCE SERVICES AND SUPPRESSION SYSTEM Proposal for INSPECTIONS OF FIRE SPRINKLERS, FIRE PUMP, ELEVATORS, AND Exhibit A Page 14 Proposal calls for prevailing wage rate Proposal Sheet for Sprinkler System, Elevator Suppression, Fire Pump Sprinkler System Building Annual Cost 5-Year Inspection Last 5-Year Inspection Completion Year Total City Hall Building $ $ 2018 $ Public Safety Building $ $ 2020 $ Fire/Police Training Building $ $ 2019 $ CNG Building $ $ 2018 $ Chlorination Building $ $ 2017 $ Fire Station No. 1 $ $ 2017 $ Building Semi Annual Cost Per Service Total Senior Center Kitchen Hood $ X 2 $ Public Safety Building Suppression (Clean Agent) $ X 2 $ City Hall Data Room Suppression (Clean Agent) $ X 2 $ Elevator Building Annual Cost Per Each Elevator 5-Year Inspection Last 5-Year Inspection Completion Year Total City Hall Building One (1) elevator $ $ 2020 $ Public Safety Building Two (2) elevators $ X 2 $ X2 2020 $ Fire Pump Building Annual Cost Total Chlorination Building $ $ Total Bid $ Unit Price: To be applied if the City requires and authorizes service, emergency call back services of overtime work not included in this contract, the city will compensate the Contractor for labor at prevailing wage at these (single time rates) and other pre-approved costs. A. Technician Hourly Rate $ B. Technician Hourly Overtime Rate $ C. Parts Percentage Markup $ Exhibit A (continued) Page 15 AGREEMENT FOR SERVICES between THE CITY OF TURLOCK and ___________________________ for _________________________ CONTRACT NO. _____ THIS AGREEMENT is made this ____ day of _________________, 20__, by and between the CITY OF TURLOCK, a municipal corporation of the State of California hereinafter referred to as "CITY" and _______________________, a ___________, hereinafter referred to as "CONTRACTOR." W I T N E S S E T H: WHEREAS, CITY has a need for ________________________ on an As-Needed basis; and WHEREAS, CONTRACTOR has represented itself as duly trained, qualified, and experienced to provide such Products/Service, hereinafter referred to as Services. NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF WORK: CONTRACTOR shall furnish all labor, equipment, materials and process, implements, tools, and machinery, except as otherwise specified, which are necessary and required to provide the Services and shall perform such Services in accordance with the standards of its profession and the specifications attached hereto as Exhibit _. CONTRACTOR shall provide Services that are acceptable to CITY. 2. PERSONNEL AND EQUIPMENT: CONTRACTOR shall provide all personnel needed to accomplish the Services hereunder. CONTRACTOR shall additionally acquire, CITY OF TUREQCK Page 16 provide, maintain, and repair, at its sole cost and expense, such equipment, materials, and supplies as CONTRACTOR shall reasonably require to accomplish the Services. 3. SAFETY REQUIREMENT: All Services and merchandise must comply with California State Division of Industrial Safety orders and O.S.H.A. 4. COMPENSATION: CITY agrees to pay CONTRACTOR in accordance with Exhibit _ as full remuneration for performing all Services and furnishing all staffing and materials called for in Exhibit _ and for performance by CONTRACTOR of all of its duties and obligations under this Agreement. In no event shall the annual sum of this Agreement exceed _________and No/100ths Dollars ($_______). CONTRACTOR agrees that compensation shall be paid in the manner and at the times set forth below: (a) Invoices: CONTRACTOR shall submit dated invoices to CITY specifying the date, location and service rendered, and the charge therefor. (b) Payment: (1) All payments by CITY shall be made in arrears, after satisfactory service, as determined and approved by CITY, has been provided. Payment shall be made by CITY no more than thirty (30) days from CITY's receipt of invoice. (2) CITY shall normally pay by voucher or check within ten (10) working days after each City Council meeting at which payments can be authorized, provided that CITY receives the invoice at least five (5) working days prior to CITY's meeting date. (3) If CITY disputes any items on an invoice for a reasonable cause, which includes but is not limited to unsatisfactory service, CITY may deduct that disputed item from the payment, but shall not delay payment for the undisputed portions. The amounts and reasons for such deletions shall be documented to CONTRACTOR within fifteen (15) working days after receipt of invoice by CITY. CITY shall assign a sequential reference number to each deletion. (4) If dispute is settled, payment shall be by voucher or check payable to and mailed to CONTRACTOR within five (5) working days of dispute settlement. (5) CITY reserves the right to only pay for such services rendered to the satisfaction of CITY. 5. TERM OF AGREEMENT: This Agreement shall become effective ____________ and end _________________, subject to CITYs availability of funds. 6. EXTENSION OF AGREEMENT: CITY may elect to extend this Agreement for three (3) additional one-year terms, on the same terms and conditions, upon issuing an Election Page 17 to Extend Agreement letter executed by the City Manager to CONTRACTOR thirty (30) days prior to the expiration of this Agreement. On each anniversary date, CONTRACTOR will be allowed to increase prices. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index for all urban consumers or percentage increases in CONTRACTORs published prices, whichever is lower. In all cases, CITY may cancel the contract if a requested price increase is not acceptable. 7. INSURANCE: CONSULTANT shall not commence work under this Agreement until CONSULTANT has obtained Citys approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall CONSULTANT allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. CONSULTANT shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by CONSULTANT, its agents, representatives, employees or subcontractors. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to City. (a) General Liability Insurance: CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability and coverage for explosion, collapse and underground property damage hazards. CONSULTANTs general liability policies shall be primary and not seeking contribution from the Citys coverages, and be endorsed using Insurance Services Office form CG 20 10 to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required. (b) Workers Compensation Insurance: CONSULTANT shall maintain Workers Compensation Insurance (Statutory Limits) and Employers Liability Insurance with limits of at least one million dollars ($1,000,000). CONSULTANT shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. (c) Auto Insurance: CONSULTANT shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than two million dollars ($2,000,000) per accident. If CONSULTANT owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy. (d) Builders Risk Insurance: Upon commencement of construction and with approval of City, CONSULTANT shall obtain and maintain Builders Risk/Course of Construction insurance. Policy shall be provided for replacement value on an "all-risk" basis. The City shall be Page 18 named as Loss Payee on the policy and there shall be no coinsurance penalty provision in any such policy. Policy must include: (1) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures, and all other properties constituting a part of the project; (2) coverage with limits sufficient to insure the full replacement value of any property or equipment stored either on or off the project site, whether provided from within a Builders Risk policy or through the addition of an Installation Floater. Such insurance shall be on a form acceptable to City to ensure adequacy of terms and limits. CONSULTANT shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. (e) Contractors Pollution Insurance: Pollution Coverage shall be provided on a Contractors Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than one million dollars ($1,000,000) per claim. All activities contemplated in this Agreement shall be specifically scheduled on the policy as covered operations. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. (f) Professional Liability Insurance: When applicable, CONSULTANT shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement, and CONSULTANT agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (g) Deductibles and Self-Insured Retentions: Upon request of City, any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elective and appointive boards, officers, agents, employees, and volunteers; or (2) CONSULTANT shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses. (h) Other Insurance Provisions: The commercial general liability policy shall contain, or be endorsed to contain, the following provisions: (1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT, including materials, parts or equipment furnished in connection with such work or operations, which coverage shall be maintained in effect for at least three (3) years following the completion of the work specified in the contract. General liability coverage can be provided in the form of an endorsement to CONSULTANTs insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 Page 19 for products/completed operations), or as a separate Owners and Contractors Protective Liability policy providing both ongoing operations and completed operations coverage. (2) For any claims related to this project, CONSULTANTs insurance coverage shall be primary insurance as respects City and any insurance or self-insurance maintained by City shall be excess of CONSULTANTs insurance and shall not contribute with it. (3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the insurer, broker/producer, or CONSULTANT shall provide City with thirty (30) days prior written notice of such cancellation, non-renewal, or material change. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (i) Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Bests rating of no less than A-:VII or with an insurer to which the City has provided prior approval. (j) Verification of Coverage: CONSULTANT shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive CONSULTANTs obligation to provide them. City reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements. (k) Waiver of Subrogation: With the exception of professional liability, CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss. The commercial general liability policy and workers compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by CONSULTANT, its agents, employees, independent contractors and subcontractors. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation. (l) Subcontractors: CONSULTANT shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (m) Surety Bonds: CONSULTANT shall provide a Performance Bond and a Payment Bond. Page 20 8. INDEMNIFICATION: Indemnity for Professional Liability: When the law establishes a professional standard of care for CONTRACTORs Services, to the fullest extent permitted by law, CONTRACTOR shall indemnify, protect, defend, and hold harmless CITY and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsels fees and costs but only to the extent CONTRACTOR (and its Subcontractors) are responsible for such damages, liabilities and costs on a comparative basis of fault between the CONTRACTOR (and its Subcontractors) and the CITY in the performance of professional services under this Agreement. CONTRACTOR shall not be obligated to defend or indemnify CITY for the CITYs own negligence or for the negligence of others. Indemnity for other than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless CITY and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsels fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by CONTRACTOR or by any individual or agency for which CONTRACTOR is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of CONTRACTOR. 9. INDEPENDENT CONTRACTOR RELATIONSHIP: All acts of CONTRACTOR, its agents, officers, and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONTRACTOR, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY. CONTRACTOR shall determine the method, details and means of performing the work and Services to be provided by CONTRACTOR under this Agreement. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement. CONTRACTOR has control over the manner and means of performing the Services under this Page 21 Agreement. CONTRACTOR is permitted to provide services to others during the same period service is provided to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement. If in the performance of this Agreement any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONTRACTOR. It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR or CONTRACTOR'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONTRACTOR must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONTRACTOR'S personnel. As an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement. 10. VOLUNTARY TERMINATION: CITY may terminate this Agreement without cause or legal excuse by providing thirty (30) days written notice to CONTRACTOR. 11. TERMINATION OF STATED EVENT: (a) Termination on Occurrence of Stated Events. This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of CONTRACTOR, (2) legal dissolution of CONTRACTOR, or (3) death of key principal(s) of CONTRACTOR. (b) Termination by CITY for Default of CONTRACTOR. Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, at its option CITY may terminate this Agreement by giving written notification to CONTRACTOR. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to perform required Services or duties, willful destruction of CITY's property by CONTRACTOR, dishonesty or theft. (c) Termination by CONTRACTOR for Default of CITY. Should CITY default in the performance of this Agreement or materially breach any of its provisions, at its option CONTRACTOR may terminate this Agreement by giving written notice to CITY. The termination Page 22 date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to cooperate reasonably with CONTRACTOR, willful destruction of CONTRACTOR's property by CITY, dishonesty or theft. (d) Termination for Failure to Make Agreed-Upon Payments. Should CITY fail to pay CONTRACTOR all or any part of the payments set forth in this Agreement on the date due, at its option CONTRACTOR may terminate this Agreement if the failure is not remedied within thirty (30) days after CONTRACTOR notifies CITY in writing of such failure to pay. The termination date shall be the effective date of the notice. (e) Termination by CITY for Change of CONTRACTOR'S Tax Status. If CITY determines that CONTRACTOR does not meet the requirements of federal and state tax laws for independent contractor status, CITY may terminate this Agreement by giving written notice to CONTRACTOR. The termination date shall be the effective date of the notice. (f) In the Event of Termination. If this Agreement is terminated pursuant to this Paragraph, CONTRACTOR shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR'S work on the project. Further, if CITY so requests, and at CITY's cost, CONTRACTOR shall deliver to CITY any work products whether in draft or final form which have been produced to date. If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, CITY will pay CONTRACTOR an amount based on the percentage of work completed on the termination date, this percentage shall be determined by CITY in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by CITY for Default of CONTRACTOR, CONTRACTOR understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR'S Services which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date. 12. CONFORMANCE WITH FEDERAL AND STATE LAW: All equipment, supplies and services used by CONTRACTOR in the performance of this Agreement shall conform to the laws of the government of the United States and the State of California. 13. NONDISCRIMINATION: In connection with the execution of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race religion, color, sex, or national origin. CONTRACTOR shall take affirmative action to ensure that applicants are employed, and the employees are treated during their employment, without regard to their age, race, religion, color, sex or national origin. Such actions shall include, but not be limited to, the following: employment, promotions, demotions or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of Page 23 compensation; and selection for training, including apprenticeship. CONTRACTOR shall also comply with the requirement of Title VII of the Civil Rights Act of 1964 (P.L. 88-352) and with all applicable regulations, statutes, laws, etc., promulgated pursuant to the civil rights acts of the government of the United States and the State of California now in existence or hereafter enacted. Further, CONTRACTOR shall comply with the provisions of Section 1735 of the California Labor Code. 14. TIME: Time is of the essence in this Agreement. 15. ENTIRE AGREEMENT AND MODIFICATION: This Agreement supersedes all previous Agreements and constitutes the entire understanding of the parties hereto. CONTRACTOR shall be entitled to no other benefits than those specified herein. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. CONTRACTOR specifically acknowledges that in entering into and executing this Agreement, CONTRACTOR relies solely upon the provisions contained in this Agreement and no others. Should any conflict exist between the terms and conditions of the Agreement and any and all exhibits attached hereto, the terms and conditions of the Agreement shall prevail. 16. OBLIGATIONS OF CONTRACTOR: Throughout the term of this Agreement, CONTRACTOR shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. CONTRACTOR warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the Services contemplated by this Agreement. CONTRACTOR further represents that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project. 17. OWNERSHIP OF DOCUMENTS: All reports, data, drawings, plans, designs, specifications, graphics, calculations, working papers, models, flow diagrams, visual aids, and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONTRACTOR for purposes other than this contract without the express prior written consent of CITY. 18. NEWS AND INFORMATION RELEASE: CONTRACTOR agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from CITY through the City Manager. 19. INTEREST OF CONTRACTOR: CONTRACTOR warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of Services required to be performed under this Agreement. CONTRACTOR warrants that, in performance of this Agreement, CONTRACTOR shall not employ any person having any such interest. CONTRACTOR agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of CITY. 20. AMENDMENTS: Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or CONTRACTOR to modify the scope of Services provided for under this Agreement. Any material extension or Page 24 change in the scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until a change order is so executed, CITY will not be responsible to pay any charges CONTRACTOR may incur in performing such additional services, and CONTRACTOR shall not be required to perform any such additional services. 21. PATENT/COPYRIGHT MATERIALS: Unless otherwise expressly provided in the contract, CONTRACTOR shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR shall furnish a warranty of such right to use to CITY at the request of CITY. 22. CERTIFIED PAYROLL REQUIREMENT: For CONTRACTORS performing field work on public works contracts on which prevailing wages are required, CONTRACTOR shall comply with the provisions of the California Labor Code including, but not limited to Section 1776 regarding payroll records, and shall require its subcontractors to comply with that section as may be required by law. 23. PARTIAL INVALIDITY: If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 24. WAIVER: The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. 25. AUDIT: CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONTRACTOR'S charges to CITY under this Agreement. CONTRACTOR agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for CONTRACTOR Services. CITY's representative shall have the right to reproduce any of the aforesaid documents. 26. GOVERNING LAW: This Agreement shall be governed according to the laws of the State of California. 27. HEADINGS NOT CONTROLLING: Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement. 28. COMPLIANCE WITH LAWS: CONTRACTOR shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws including, but not limited to, prevailing wage laws, if applicable. CONTRACTOR shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Page 25 29. CITY BUSINESS LICENSE: CONTRACTOR will have a City of Turlock business license. 30. ASSIGNMENT: This Agreement is binding upon CITY and CONTRACTOR and their successors. Except as otherwise provided herein, neither CITY nor CONTRACTOR shall assign, sublet, or transfer interest in this Agreement or any part thereof without the prior written consent of the other. 31. RECORD INSPECTION AND AUDIT: CONTRACTOR shall maintain adequate records to permit inspection and audit of CONTRACTORs time and material charges under this Agreement. CONTRACTOR shall make such records available to CITY during normal business hours upon reasonable notice. Such records shall be turned over to CITY upon request. 32. EXCLUSIVE USE: Services provided within the scope of this Agreement are for the exclusive use of CITY and CONTRACTOR agrees that, until final approval by CITY, all data, plans, specifications, reports, and other documents will not be released to third parties by CONTRACTOR without the prior written consent of CITY. 33. EMPLOYMENT OF CITY OFFICIAL OR EMPLOYEE: CONTRACTOR shall employ no CITY official or employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of California Government Code Sections 1090 et seq.; nor shall CITY violate any provision of its Conflict of Interest Code adopted pursuant to the provisions of California Government Code Sections 87300 et seq. 34. NOTICE: Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail, if delivery is by postage paid, registered, or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time: for CONTRACTOR: ________________________________________ ________________________________________ ________________________________________ PHONE: ________________________________ FAX: ___________________________________ for CITY: CITY OF TURLOCK ATTN: __________________________________ MUNICIPAL SERVICES DEPARTMENT 156 SOUTH BROADWAY, SUITE 270 TURLOCK, CALIFORNIA 95380-5454 PHONE: (209) 668-5599 Ext. _____ FAX: (209) ___________________ 35. CITY CONTRACT ADMINISTRATOR: The Citys contract administrator and contract person for this Agreement is: Page 26 Name of City Employee Department 156 S. Broadway, Suite ___ Turlock, California 95380-5456 Telephone: (209) 668-_______ E-mail: _______@turlock.ca.us IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their respective officers thereunto duly authorized. CITY OF TURLOCK, a municipal corporation _________________________________ By: _______________________________ By: ______________________________ Reagan M. Wilson, City Manager Title: _____________________________ Date: _____________________________ Print name: ________________________ Date: _____________________________ APPROVED AS TO SUFFICIENCY: By: _______________________________ APPROVED AS TO FORM: By: _______________________________ George A. Petrulakis, City Attorney ATTEST: By: _______________________________ Julie Christel, City Clerk