Printer Maintenance & Management Program Services

REQUEST FOR BID (RFB) NO. 2022-24 FOR PRINTER MAINTENANCE & MANAGEMENT PROGRAM SERVICES RFB ISSUED: 9/22/22 BIDS DUE: 10/5/2022 3:00 PM BID SUBMITALS TO: CITY OF TURLOCK ATT: 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 service providers to provide printer maintenance and management program services. The City is soliciting proposals identifying productivity and spend reduction by implementing a print maintenance and management system citywide. The system will have measurable results, improved productivity, consistent quality and sustainable savings year after year. 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. RFB TIMELINE This RFB will be governed by the following schedule: RFB Issued: 9/22/2022 Proposals Due: 10/5/2022 3:00 PM 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 (RFB), to provide time for issuing and forwarding answers. The City will not be responsible for oral interpretations of the Request for Proposal (RFB). SCOPE OF SERVICE The City invites you to submit a proposal for printer maintenance and management program services. This section describes the desire to establish a three (3) year contract term with the option to extend for an additional three (3) one-year terms for printer maintenance and management program services. The scope of work includes, but is not limited to, the following: Page 3 1.1 Scope The Service Provider shall provide all materials and labor necessary for this service at the request of the City of Turlock. The City of Turlock does not guarantee that a subsequent RFB will be issued. Should an RFB be issued, the terms and conditions referenced in the RFB are not guaranteed to remain exactly the same. 1.2 Program Cost: The City of Turlock print management program will be charged a cost per copy basis only. All services and materials will be included in this one fee, no additional costs, fees; minimum billing or minimum print requirements shall be charged to the city during the contract period. The cost of paper is not to be included for print management cost per copy. The City will purchase all paper products separate from this program. The City currently estimates eighty- eight (88) desktop printers throughout the City. Total paper estimated usage is one (1) million sheets annually. Printers are mandated to have network capabilities with a few exceptions that are stand alone. Hardware: The print management program will include all maintenance, parts, supplies (including all toners for LaserJet) plus the replacement of end of life or non-repairable printers under the price per copy program. This program does not include multi-functional copy machines that are under a maintenance contract/lease with the City. City of Turlock has standardized its printers to be Hewlett Packard brand with the exception of one printer in our Police Dispatch Division. A list of models has been provided, hereby attached on page 13. Service provider shall not deviate from this without written permission from the City of Turlock Technology and Information System department. Any equipment upgrades shall be covered under the cost per page program. All new equipment shall be at the discretion of the Citys Information Technology Systems Department (ITS). Equipment that has not been pre-approved shall be removed at no charge to the City and replaced with approved equipment. All new equipment shall be covered under the cost per copy program. Removal and consolidation of equipment shall be at the Citys discretion and shall be covered under the cost per copy program. All replacement equipment shall have a three (3) year life cycle. At this time equipment shall be replaced with equipment that has the newest technological advance at no charge to the City. All equipment shall be repaired or replaced within four (4) hours of confirmation of service call. The four (4) hours shall be during normal working hours Monday through Friday. Page 4 City Departments & Locations Turlock Police Department Locations Police Administration Division 244 North Broadway Police Operation Division 244 North Broadway Police Detective Division 244 North Broadway Police Records 244 North Broadway Fire Neighborhood Preservation Division 244 North Broadway Police Animal Control Services 801 S. Walnut Road Turlock Fire Services Department Locations Fire Administration 244 North Broadway Fire Station No. 1 540 E. Marshall Fire Station No. 2 791 S. Walnut Road Fire Station No. 3 501 E. Monte Vista Fire Station No. 4 2820 N. Walnut Road Development Services Department Locations Engineering Division 156 S. Broadway, Ste 150 Planning Division 156 S. Broadway, Ste 120 Building & Safety Division 156 S. Broadway, Ste 130 Municipal Services Department Locations Municipal Services Administration 156 S. Broadway, Ste 270 Fleet Maintenance Shop 701 S. Walnut Road Public Facilities Maintenance Division 701 S. Walnut Road Utilities Division 701 S. Walnut Road Electrical Maintenance Division 901 S. Walnut Road Water Quality Control 901 S. Walnut Road Water Resource 901 S. Walnut Road Administrative Services Department Locations Managers Office 156 S. Broadway, Ste 230 City Attorney 156 S. Broadway, Ste 240 Human Resources Division 156 S. Broadway, Ste 235 Finance Division 156 S. Broadway, Ste 110 and Ste 112 Housing Division 156 S. Broadway, Ste. 250 Parks, Recreation & Public Facilities Maintenance Department Locations Recreation 144 S. Broadway Public Facility Maintenance 701 S. Broadway 1.3 Reporting A detailed procedure for locating, tagging and monitoring the Citys printers shall be submitted with this proposal. A timeline is also necessary of this execution. Failure to submit this procedural plan will void the proposal, finding it non-responsive. A detailed and comprehensive inventory of current printers in the City listed by location, room and/or office plus model has been provided on page 13. The Citys print management system shall be designed and implemented from this report. Page 5 Monthly management reports of print volume data, usage tracking and cost by location shall be made available for all equipment in the print management system. Reports must have capabilities to view usage of each office location. Reports shall state when and where equipment has been placed with model number. All reporting shall be at no additional charge to the City. The awarded proposer shall have an on-site dedicated employee who is fully trained and experienced to respond to daily printer technical and mechanical issues. This dedicated employee shall also address preventive maintenance for all printing devices and be responsible for all training at all sites. The City requires that the dedicated employee uphold the same standards of conduct as all City employees. The dedicated employee shall comply with Level two (2) screening and shall have visible identification at all times. Proposers utilizing third parties or subcontractor must be approved by the City before contract is awarded. 1.4 Service Providers Responsibility 1) A detailed procedure for locating, tagging and monitoring the citys printers 2) Procedure for reporting print counts. 1.5 Parts and Materials All service and repair parts shall be original equipment manufacturer (OEM) requirements. 1.6 Quality Compatible Toner Cartridges Service Provider must offer a 100% guarantee and with a greater yield/lifespan over the OEM supplies for all compatible toner cartridges. 1.7 Requirements for Criminal Background Checks The City will require from the contractor that all technicians go through a background check at the Turlock Police Department. PROPOSAL FORMAL GUIDELINES Contractors 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 team. Identify the name and email of the main contact, including phone number and e-mail address. Include the website address (if applicable). Page 6 Describe experience and number of employees on the team. B. Methodology Section Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFB. 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 RFB. 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 services 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 of individuals who will be working assigned to this contract and their relevant experience, D. Similar Projects Provide a list of at least municipal/public agency references for similar services. 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 Exhibit A. PROCESS FOR SUBMITTING PROPOSALS Sealed bids for this RFB shall be filed with the Purchasing Division at 156 S. Broadway, Suite 270, Turlock, California, 95380, on or before 3:00 PM on Wednesday, October 5, 2022. No late Page 7 bids will be accepted. Proposers shall submit one original, 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 RFB 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. 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 RFB 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 RFB 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. Page 8 The City reserves the right to reject all proposers and/or to invite other individuals and/or firms to respond to this RFB if the proposals received are inadequate. A. Responsiveness Screening Proposals will first be screened to ensure responsiveness to the RFB. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFB. 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. 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 RFB. EXPARTE COMMUNICATIONS Proposers and Proposers representatives cannot communicate with the City Council members about this RFB. In addition, Proposers and Proposers representatives cannot communicate outside the procedures set forth in this RFB with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFB Facilitator, regarding this RFB 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, Contractors 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. Page 9 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. STANDARD TERMS AND CONDITIONS A. Amendments The City reserves the right to amend or supplement this RFB 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 service agreement from the Contractor found most qualified. A copy of the Citys standard service agreement is attached hereto. Please be advised the following provisions of the Citys service agreement 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 Contractor may commence. Page 10 Printer Maintenance & Management Program Name of Firm: _______________________________________________________________________________________ Contact Person(s): __________________________________________________________________________________ Address: _____________________________________________________________________________________________ Phone: ______________________________ Fax: ____________________________________________________________ Email: ________________________________________________________________________________________________ _ (Signature) Printer Maintenance & Management Program Exhibit A Page 11 Pricing must be submitted for maintenance, toner, preventative maintenance and maintenance kits on a cost per copy/per month. Cost per page for Black/White $ Cost per page for Color $ Does your proposal include the following parts under this system? Toner Yes No Reason: Developer Yes No Reason: Fuser Oil Yes No Reason: Cleaning Rolls Yes No Reason: Drum Yes No Reason: Fuser Rollers Yes No Reason: Cleaning Blade Yes No Reason: Various Lamps Yes No Reason: Clutches Yes No Reason: Paper Feed Tires Yes No Reason: Type of Toner OEM Toner Compatible Toner List any additional charges not described above and add sales tax if applicable for this service below: _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ Pricing must be submitted for maintenance, toner, preventative maintenance Exhibit A (continued) Page 12 No. PRINTER DEVICE MODEL SERIAL NO. DEPARTMENT LOCATION OFFICE LOCATION 1 HP LJ MFP M479FDW MXBCNCC155 FIRE STATION 1 541 E . Marshall St 2 HP LJ MFP M479FDW MXBCNCC15H FIRE STATION 2 792 S. Walnut Rd 3 HP LJ MFP M426FDW PHBLL9Y0H6 FIRE STATION 3 501 E . Monte Vista 4 HP LJ M551 CNCCF8704J FIRE STATION 3 501 E . Monte Vista 5 HP LJ MFP M479FDW MXBCNDC151 FIRE STATION 4 2821 N. Walnut Rd 6 HP LJ Managed E 50145dn PHBCM7308T BUILDING Alexia F. 156 S. Broadway 7 HP LJ Managed E 50145dn PHBCMBH3TD BUILDING Sheila M. 156 S. Broadway 8 HP 5 S4601LD80E F IT IT 156 S. Broadway 9 HP LJ 500 CNCCF8705F IT IT 156 S. Broadway 10 HP LJ 400 M401DN VNB4M07573 HR Font Desk 156 S. Broadway 11 HP M553 JPBCJ280H5 HR Outside Office 156 S. Broadway 12 HP 3015 VND3Q14616 ADMINISTRATION PAYROLL Payroll Office 156 S. Broadway 13 HP LJ 400 M452dn VNB3M78544 ADMINISTRATION Sarah E . 156 S. Broadway 14 HP LJ 400 M451DW CNBJ104486 ADMINISTRATION Julie C. 156 S. Broadway 15 HP LJ 400 M401DNE PHGFC08522 ADMINISTRATION George 156 S. Broadway 16 HP LJ P3005 CNJ1X01974 ADMINISTRATION Donna 156 S. Broadway 17 HP M651 JPBCG2M043 ADMINISTRATION Shared 156 S. Broadway 18 HP M551 CNCCF8703D ADMINISTRATION Regan W. 156 S. Broadway 19 HP LJ 5550DN JPSC76S0G5 DSD PLANNING Outside E than J. Office 156 S. Broadway 20 HP M651 JPCCJDD049 DSD PLANNING Planning 156 S. Broadway 21 HP M255DW VNB3H01267 DSD PLANNING Dan M. 156 S. Broadway CITY OF TURLOCK PRINTER LIST FIRE STATIONS MULTIPLE LOCATIONS CITY HALL 156 S. BROADWAY Page 13 22 HP CP5520 CNFCF301FH E NGINE E RING Outside Dan M.'s Office 156 S. Broadway 23 HP CP5520 CNGCF630NL E NGINE E RING Outside Maria R. Office 156 S. Broadway 24 HP LJ 4200N USBNN21764 E NGINE E RING Carrie B. 156 S. Broadway 25 HP M553 CNBCH9ROTB E NGINE E RING Front Desk (Shared) 156 S. Broadway 26 HP LJ 2300 CNBCD07862 FINANCE Gracie S. 156 S. Broadway 27 HP M651 JPCCK611G9 FINANCE A/P Front 156 S. Broadway 28 HP LJ CP4525 JPDCF1Q1FJ FINANCE Finance A/R 156 S. Broadway 29 HP LJ 2300 CNBDC43708 FINANCE Isaac M. 156 S. Broadway 30 HP LJ M402N PHBHK11560 A/P Connysue S. 156 S. Broadway 31 HP M553 JPBCKD317K HOUSING Maria R. 156 S. Broadway 32 HP LJ CP4025 JPBCC9N106 HOUSING Mario Q. 156 S. Broadway 33 HP 2420 CNGJF31234 HOUSING Rosa C. 156 S. Broadway 34 HP LJ 400 M401DN VNB3X17585 ADMINISTRATION Sherry T. 156 S. Broadway 35 HP LJ 2300 CNBCB31653 MUNICIPAL SE RVICE S Dale G. 156 S. Broadway 36 HP M401DN VNB3X17555 MUNICIPAL SE RVICE S Veronica 156 S. Broadway 37 HP LJ 2430N CNGKK30986 MUNICIPAL SE RVICE S Juan T. 156 S. Broadway 38 HP LJ 400 M452dn VNB3X21307 PAYROLL Allison A. 156 S. Broadway 39 HP M553 JPBCJDT04D PARKS & RE CRE ATION Recreation (Shared) 144 S. Broadway 40 HP LJ P4015 JPDF260489 PARKS & RE CRE ATION Front Desk (Shared) 144 S. Broadway 41 HP LJ P3015D MICR VNB3Y84116 FIRE FIRE MARSHALL 244 N. Broadway 42 HP LJ 400 M401DNE VNG4X22667 FIRE M. HARCKSE N 244 N. Broadway 43 HP LJ 400 M401DNE VNG4X22658 FIRE Chief 244 N. Broadway 44 HP LJ 400 M401DNE VNG4X22673 FIRE Julie 244 N. Broadway PARKS & RECREATION - 144 S. BROADWAY TURLOCK PUBLIC SAFETY FIRE DEPARTMENT ADMINISTRATION- 244 N. BROADWAY Page 14 45 HP 4000 USE F224581 POLICE Crime Prevention 244 N. Broadway 46 HP LJ 400 M401DN VNB3X17592 POLICE Records (Lilia) 244 N. Broadway 47 HP LJ 400 M401DNE VNG4X22657 POLICE Property Room 244 N. Broadway 48 HP P4014 CNDX213311 POLICE Report Writing 244 N. Broadway 49 HP LJ 400 M401DNE VNB4M07576 POLICE TRAFFIC 244 N. Broadway 50 HP LJ 4700 JPRLB24660 POLICE NARCOTICS 244 N. Broadway 51 HP M651 JPCCH5M11T POLICE CORE 244 N. Broadway 52 HP LJ 400 M401DNE VNG4X22656 POLICE CORE SE RGE ANT 244 N. Broadway 53 DE LL 2150CN VZD018286 POLICE DISPATCH 244 N. Broadway 54 HP LJ P4015 CNDYB48669 POLICE DISPATCH 244 N. Broadway 55 HP LJ 5500DN JPBC49103F POLICE DISPATCH 244 N. Broadway 56 HP M401DNE VNB3X17591 POLICE DISP. SUPV 244 N. Broadway 57 HP LP 400 M402DN PHBQF16658 POLICE CRIME PRE VE NTATION 244 N. Broadway 58 HP LJ 400 M401DNE VNG4X22659 POLICE SPE CIAL OPS. CAPTAIN 244 N. Broadway 59 HP M750DN CNACG1Q0BB POLICE DE TE CTIVE 244 N. Broadway 60 HP LJ 400 M401DN VNB4M05668 POLICE DE TE CTIVE LT 244 N. Broadway 61 HP M401DNE VNG4X22674 POLICE POLICE E XE C. ADMIN. ASST. 244 N. Broadway 62 HP LJ 400 M401DNE VNB4M05651 POLICE POLICE CHIE F 244 N. Broadway 63 HP LJ 400 M401DNE VNG4X222675 POLICE DE TE CTIVE SE RGE ANT 244 N. Broadway 64 HP LJ 400 M402DN PHBQB30174 POLICE BUSINE SS ANALYST 244 N. Broadway 65 HP LJ 400 M402DN PHBQF16655 POLICE BACKGROUNDS 244 N. Broadway 66 HP LJ 4050tn USBB199634 POLICE PROFE SSIONAL STANDARDS 244 N. Broadway 67 HP LJ P4015N CNDY169663 POLICE NE IGHBORHOOD 244 N. Broadway 68 HP LJ 4700 JP4LD00426 POLICE Diane A. 244 N. Broadway 69 HP 500 M551 CNCCF87053 POLICE ADMIN 244 N. Broadway 70 Hp M252DW VNB3F71576 Police Amanda F. 244 N. Broadway TURLOCK PUBLIC SAFETY - POLICE DEPARTMENT- 244 N. BROADWAY Page 15 71 Hp M553 JPCCLCP0MW Police Sergeants Main Office (Vacant) 244 N. Broadway 72 HP LJ Pro M454DN VNB3K21800 Police Background Investigations 244 N. Broadway 73 HP LJ M402dne PHB5B26145 POLICE Field Trainer Office 244 N. Broadway 74 HP LJ M652DN JPBCKBL0VT POLICE RE CORDS MAIN ARE A 244 N. Broadway 75 HP M553 JPCCN3KOF5 POLICE FIE LD OPS 244 N. Broadway 76 HP LJ 2100 USGG0B0057 POLICE FIE LD OPS CAPTAIN 244 N. Broadway 77 HP 1320 CNRC694313 WQC - E LE CTRICAL MAINTE NANCE 901 S. Broadway 78 HP LJ M551 CNDCG9T0JH WQC - E LE CTRICAL Doyle P. 901 S. Broadway 79 HP LJ 400 M401DNE PHGFF58441 WQC - TE LE ME TRY ROBIN D. 901 S. Broadway 80 HP LJ M551 CNCCG172C1 WQC - LAB LAB 901 S. Broadway 81 HP Carlos G. Utilities Manager 901 S. Broadway 82 HP LJ M454DN VNB3C53375 CORP YARD - UT BRE AKROOM BRE AK ROOM 701 S. Walnut 83 HP LJ 400 M452NW VNB3N04077 CORP YARD - UTILITIE S Orlando G. 701 S. Walnut 84 HP LJ 400 M451DN CNDF351040 CORP YARD- PARK/ STREET PARKS STRE E T OFFICE 702 S. Walnut 85 HP LJ M283FDW VNBKN179GD CORP YARD- PARKS PARKS STRE E T OFFICE 703 S. Walnut 86 HP LJ M252dn VNB3B40085 CORP YARD- UTILITIE S Brock H. Office 704 S. Walnut 87 HP LJ CP4025 JPBCC9M0D8 ANIMAL CONTROL BRITTANY 801 S. Walnut 88 HP PHB5D58017 ANIMAL CONTROL LOBBY 802 S. Walnut CORPORATION YARD PUBLIC FACILITIES MAINTENANCE 701 S. WALNUT POLICE AMIMAL CONTROL 801 S. WALNUT TURLOCK REGIONAL WATER QUALITY CONTROL 901 S. WALNUT Page 16 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 a printer maintenance and management system; 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, provide, maintain, and repair, at its sole cost and expense, such equipment, materials, and supplies as CONTRACTOR shall reasonably require to accomplish the Services. Page 17 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 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 Page 18 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: CONTRACTOR shall not commence work under this Agreement until CONTRACTOR has obtained Citys approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall CONTRACTOR allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. CONTRACTOR 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 CONTRACTOR, 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: CONTRACTOR 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. CONTRACTORs 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: CONTRACTOR shall maintain Workers Compensation Insurance (Statutory Limits) and Employers Liability Insurance with limits of at least one million dollars ($1,000,000). CONTRACTOR 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: CONTRACTOR 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 CONTRACTOR owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy. (d) Builders Risk Insurance: {Intentionally Omitted} (e) Contractors Pollution Insurance: {Intentionally Omitted} (f) Professional Liability Insurance: {Intentionally Omitted} Page 19 (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) CONTRACTOR 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 CONTRACTOR, 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 CONTRACTORs insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 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, CONTRACTORs insurance coverage shall be primary insurance as respects City and any insurance or self-insurance maintained by City shall be excess of CONTRACTORs 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 CONTRACTOR 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: CONTRACTOR 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 CONTRACTORs obligation to provide them. City Page 20 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, CONTRACTOR hereby agrees to waive subrogation which any insurer of CONTRACTOR may acquire from CONTRACTOR 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 CONTRACTOR, its agents, employees, independent contractors and subcontractors. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. (l) Subcontractors: CONTRACTOR 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: CONTRACTOR shall provide a Performance Bond and a Payment Bond. 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. Page 21 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 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 Page 22 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 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 CONTRACTORs 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. Page 23 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 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. Page 24 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 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. Page 25 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. 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 Page 26 (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: Name of City Employee Department 156 S. Broadway, Suite ___ Turlock, California 95380-5456 Telephone: (209) 668-_______ E-mail: _______@turlock.ca.us Page 27 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