Crane & Hoist Preventative Maintenance & Repairs

REQUEST FOR BIDS (RFB) NO. 22-032 FOR CRANE & HOIST PREVENTATIVE MAINTENANCE, REPAIRS, AND REPLACEMENT RFP ISSUED: 11/16/22 PROPOSALS DUE: 12/08/22 3:00PM PROPOSAL SUBMITALS TO: CITY OF TURLOCK ATT: PURCHASING 156 S. BROADWAY, SUITE 270 TURLOCK, CA 95380 CITY OF TURLOCK INC. 1908 2 INTRODUCTION The City of Turlock (hereinafter referred to as the City) is requesting proposals for qualified contractors to provide annual, quadrennial, and quarterly preventative maintenance, as well as periodic repairs and/or replacement of The Citys hoists and cranes. 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 six city departments including Police, Fire, Development, Municipal, Public Works and Administrative Services. RFP

TIMELINE This RFP will be governed by the following schedule: RFP Issued: 11/16/2022 Proposals Due: 12/8/2022 3:00PM Approval of Contract: 1/10/2023 *All dates are subject to change at the discretion of the City QUESTIONS Contractors should direct all questions regarding the Request for Information (RFI) 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 Bid (RFB), to provide time for issuing and forwarding answers. The City will not be responsible for oral interpretations of the Request for Bid (RFB). SCOPE OF SERVICE The City invites you to submit a bid for annual, quadrennial, and quarterly preventative maintenance, as well as periodic repairs and/or replacement of The Citys hoists and cranes. This section describes the desire to establish a three (3) year contract term, with three (3) one- year renewal options. The work to be performed by the Contractor under this specification shall consist of performing annual, quadrennial, and quarterly preventative maintenance, as well as periodic repairs and/or replacement of The Citys hoists and cranes listed below, but not limited to future purchases/installation of equipment. 3 Hoist/Crane Preventative Maintenance Schedule and perform annual and quarterly inspections and maintenance Schedule and perform quadrennial certifications Complete safety checks for proper function Any other testing/tuning requirements specified by OSHA Any other maintenance activities recommended by the manufacturer Provide copies of the inspection/maintenance reports to City Other Services as needed Hoist/Crane repairs Rental of emergency crane or hoist Emergency 24/7 call out services Repair Rates Standard fixed hourly rate Emergency fixed hourly rate (evening, weekends, and holidays) Materials mark up, percentage (%) over contractor cost Additional fees, if any Contractor shall furnish all necessary testing, tuning, troubleshooting, routine maintenance, and repair of the Citys cranes and hoists. The City of Turlock will not supply any of the equipment required to perform the tests. City will not provide any equipment or labor to unload. The Contractor shall provide their own equipment for this purpose. The City reserves the right to add or delete equipment during the term of the contract as deemed necessary. Should new equipment be added, a mutually agreeable price shall be negotiated. Other services will be quoted on an as-needed basis according to the services and fee schedules defined in the contract agreement. The Contractor shall not execute additional services until the City approves the other services in writing. 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 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 Calif. Code Reg 16451 (d) for the notice that previously was required for projects monitored by the CMU.) In the performance of the work under this agreement, the contractor agrees to abide by all presently existing laws, codes, rules and regulations set forth with regard to and applicable to the hoists and cranes. Contractor shall conduct examinations and testing of all equipment as required by local, state, federal laws and current applicable safety codes in compliance with OSHA and ANSI. Written reports of said tests shall be submitted to City. Contractor shall ensure that testing is conducted within the appropriate time frame to maintain compliance for all equipment. 4 MINIMUM QUALIFICATIONS The City is seeking a Contractor with, at a minimum, the professional qualifications and demonstrated experience in successfully performing the various types of services in the Scope of Services section. Contractors submitting proposals should meet the following criteria and provide information acknowledging such compliance: Successful completion of projects of similar scope and size. In reviewing this factor, the City may consider elements including, but not limited to, experience on the projects, timeliness of performance, evaluation of contractors work by public agencies, clients or subcontractors, including such issues as whether the firm provided adequate personnel, supervision equipment, and quality work. Contractor shall possess all licenses and certificates necessary to provide hoist and crane service and repair. Contractor shall be able to respond to request for installation and repair within twenty- four (24) hours. Valid California C-4 contractor license (provide a copy with bid proposal) Valid Department of Industrial Relations (DIR) registrant (provide a copy with bid proposal) Exhibit A (provide a copy with bid proposal) FORMAL BID GUIDELINES Contractors bid must adhere to the following order and content of sections. A. Examination of Documents The bidder is responsible for making all necessary examinations and reviews of the documents relating to annual, quadrennial, and quarterly preventative maintenance, as well as periodic repairs and/or replacement of The Citys hoists and cranes failure to do so will not act to relieve any requirement of the agreement or the conditions. The submission of a bid shall be considered conclusive evidence that the bidder has made examinations. B. Bids Bids shall be sealed and filed with the Purchasing Officer in accordance with the request for bid. No bids submitted or received after the time and place fixed for receiving them shall be considered by the City. No verbal bid shall be considered by the City. This request for bid shall result in a firm, fixed price contract. C. Bid Form All bids must be submitted on the attached bid form, Exhibit A. It is the responsibility of the bidder to ensure that the bid documents are delivered to the place detailed in the 5 request for bid prior to the time for the bid opening. Bids received after the time set for the bid opening will be rejected. D. Mistake in Bid A bidder shall not be relieved of its bid without the consent of the City nor shall any change in the bid be made because of a mistake. The City may allow a bidder to withdraw a bid because of a mistake only when the bidder has notified the City in writing within five (5) days of the bid opening, specifying in detail how the mistake occurred, and has established to the satisfaction of the City that: (a) a mistake was made; (b) the mistake made the bid materially different from what the bidder intended; and (c) the mistake was made in filling out the bid and was not due to an error in judgment or to carelessness in inspecting the site nor in reading the plans or specifications. E. Competitive Bidding If more than one Bid is offered by an individual, firm, co-partnership, corporation, association, or any combination thereof under the same or different names, all such bids may be rejected. All bidders are put on notice that any collusive agreement fixing the prices to be bid so as to control or affect the awarding of this bid is in violation of competitive bidding requirements, and may render any contract let under such circumstances void. F. Licenses and Permits A City of Turlock business license and all others required shall be provided by the Supplier and she/he shall abide by any and all Federal, State and City laws or rules affecting the service, and shall maintain all required protection for property, employees and the public. PROCESS FOR SUBMITTING BIDS 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 Thursday, December 8, 2022. No late bids will be accepted. Proposers shall submit one original, and three hard copies of the proposal, along with one electronic copy. 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. 6 EVALUATION OF BIDS AND SELECTION PROCESS 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 bids received are inadequate. A. Responsiveness Screening Bids will first be screened to ensure responsiveness to the RFB. The City may reject as non-responsive any bid 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 bids. B. Bid Review Staff will review all responsive written bids and may 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 bid, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of the evaluation process, staff at this point will 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 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. 7 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. Service Agreement The City will require a service agreement from the contractor found most qualified. A copy of the Citys standard agreement is attached hereto. Please be advised the following provisions of the Citys agreement are non-negotiable: Indemnification All insurance terms Termination Ownership/Use of Contract Materials and Products Disputes Governing Law If an agreement cannot be reached, negotiations with an alternate contractor may commence. 8 CURRENT EQUIPMENT LIST HOISTS Lift Type Location Sub-Location MFG Weight Cap Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Biotower Pump Station Yale 2 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Filter Pump Station Yale 2 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Secondary Pump Station Yale 4 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Maintenance Shop Yale 3 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Old Chlorine Building Yale 2 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Blower Building 1 Coffing 5 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Blower Building 1 Chester 1.5 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Blower Building 2 Coffing 5 Ton Fixed Monorail/ Underhung Hoist TRWQCF 901 South Walnut Blower Building 2 Chester 1.5 Ton Fixed Monorail/ Underhung Hoist Fleet 701 South Walnut CNG Building Harrington 8 Ton Fixed Monorail/ Underhung Hoist Fleet 701 South Walnut Fleet Building Dayton 1 Ton Fixed Monorail/ Underhung Hoist Storage Tank Facility 500 South Kilroy Coffing 3 Ton Fixed Monorail/ Underhung Hoist Storage Tank Facility 203 D Street Coffing 3 Ton Fixed Monorail/ Underhung Hoist Storage Tank Facility 4706 Fulkerth ACCO 3 Ton CRANES Lift Type Location Sub-Location MFG Model Vehicle No. Bucket Truck TRWQCF 901 South Walnut Electrical Maintenance Shop Altec AT37-G EL-611 Bucket Truck Fleet 701 South Walnut Fleet/Parks Hidro Grubert B213/C PK97-4041A Crane Truck TRWQCF 901 South Walnut Electrical Maintenance Shop Manitex M1461 EL-660 Crane Truck TRWQCF 901 South Walnut Electrical Maintenance Shop Venturo HT50KX EL-602 Crane Truck Fleet 701 South Walnut Fleet/Streets Freightliner LR7-56 ST15-7153 Bucket Truck TRWQCF 901 South Walnut Electrical Maintenance Shop Altec AT40G EL20-627 9 BID 22-032 CRANE & HOIST PREVENTATIVE MAINTENANCE, REPAIRS, AND REPLACEMENT Name of Firm: _______________________________________________________________________________________ Contact Person(s): __________________________________________________________________________________ Address: _____________________________________________________________________________________________ Phone: ______________________________ Fax: ____________________________________________________________ Email: ________________________________________________________________________________________________ License No.: ____________________________________ License Expiration Date: ____________________ Classification: __________________________________ DIR Registration No.: _______________________ _ (Signature) BID 22-032 Exhibit A CRANE & HOIST PREVENTATIVE MAINTENANCE, REPAIRS, AND REPLACEMENT 10 S IZ E Q U A R T E R L Y U N IT P R IC E A N N U A L U N IT P R IC E Q U A D R E N IA L U N IT P R IC E C U R R E N T T O T A L Q U A N T IT Y 1 T O N $ $ $ 1 1 .5 T O N $ $ $ 2 2 T O N $ $ $ 3 3 T O N $ $ $ 4 4 T O N $ $ $ 1 5 T O N $ $ $ 2 8 T O N $ $ $ 1 T Y P E Q U A R T E R LY U N IT P R IC E A N N U A L U N IT P R IC E Q U A D R E N IA L U N IT P R IC E C U R R E N T T O T A L Q U A N T IT Y B U C K E T T R U C K $ $ $ 3 C R A N E T R U C K $ $ $ 3 U N IT P R IC E $ $ % T H IS F O R M M U S T B E I N C LU D E D W IT H B ID P R O P O S A L E X H IB IT A - C IT Y O F T U R LO C K H O IS T S M a te ri a ls m a rk u p , p e rc e n ta g e ( % ) o v e r co n tr a ct o r co st A d d it io n a l fe e s if a n y : C IT Y O F T U R LO C K C R A N E S R E P A IR R A T E S S ta n d a rd f ix e d h o u rl y r a te E m e rg e n cy f ix e d h o u rl y r a te ( e v e n in g s, w e e k e n d s, a n d h o li d a y s) 11 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, provide, maintain, and repair, at its sole cost and expense, such equipment, materials, and CITY OF TUREQCK 12 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 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 13 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: CONTRATOR shall not commence work under this Agreement until CONTRATOR has obtained Citys approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall CONTRATOR allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. CONTRATOR 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 CONTRATOR, 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: CONTRATOR 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. CONTRATORs 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: CONTRATOR shall maintain Workers Compensation Insurance (Statutory Limits) and Employers Liability Insurance with limits of at least one million dollars ($1,000,000). CONTRATOR 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: CONTRATOR 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 CONTRATOR 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} 14 (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) CONTRATOR 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 CONTRATOR, 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 CONTRATORs 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, CONTRATORs insurance coverage shall be primary insurance as respects City and any insurance or self-insurance maintained by City shall be excess of CONTRATORs 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 CONTRATOR 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: CONTRATOR 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 CONTRATORs obligation to provide them. City 15 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, CONTRATOR hereby agrees to waive subrogation which any insurer of CONTRATOR may acquire from CONTRATOR 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 CONTRATOR, its agents, employees, independent contractors and subcontractors. CONTRATOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. (l) Subcontractors: CONTRATOR 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: CONTRATOR 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. 9. INDEPENDENT CONTRACTOR RELATIONSHIP: All acts of CONTRACTOR, its 16 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 or legal excuse by providing thirty (30) days written notice to CONTRACTOR. 17 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. 18 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. 17. OWNERSHIP OF DOCUMENTS: All reports, data, drawings, plans, designs, 19 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. 20 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 21 (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 22 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: _______________________________ Dale Goodman, Municipal Services Director APPROVED AS TO FORM: By: _______________________________ George A. Petrulakis, City Attorney ATTEST: By: _______________________________ Julie Christel, City Clerk