Request for Proposals
For
City of Manteca
Oils, Grease, ATF, Lube Delivery and Removal of
Used Oil and Crushed Filters
August 24, 2022
Responses Due:
September 29, 2022 @ 3:00 PM
Late submittals will not be accepted
City of Manteca
Public Works Department
Attention: Erma Patrick
2450 W. Yosemite Ave
Manteca, CA 95337
[email protected]
ATTACHMENT 2
REQUEST FOR PROPOSALS
FOR
CITY OF MANTECA
CITY OF MANTECA
NOTICE OF REQUEST FOR PROPOSALS
1. NOTICE IS HEREBY GIVEN that the CITY OF MANTECA (hereinafter "CITY") requests proposals for the Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters (hereinafter "Project"), and will receive proposals in the office of the Water Quality Control Facility, 2450 W Yosemite Ave, MANTECA, CA 95337, ATTN: ERMA PATRICK, PUBLIC WORKS ADMINISTRATIVE ANALYST, up to the hour of 3:00 p.m., September 29, 2022. The intent is to obtain detailed information in order to select a contractor to provide Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters
2. The specific services to be performed by the successful proposer are described in the Request for Proposals (attached). Additional copies of the Request for Proposals are available from the City of Manteca, Public Works Department, Water Quality Control Facility, 2450 W Yosemite Ave, Manteca, CA 95337. Any questions should be directed to Erma Patrick, Administrative Analyst, at (209) 456-8427 or email: [email protected].
3. Proposals shall be submitted and clearly marked as follows: "SEALED PROPOSAL FOR CITY OF MANTECA – Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters - DO NOT OPEN WITH REGULAR MAIL"
4. All responsive proposals shall be reviewed and evaluated by the CITY in order to determine which proposer best meets the CITY's needs for this Project by demonstrating the competence and professional qualifications necessary for the satisfactory performance of the required services. The criteria by which the CITY shall evaluate Proposals are set forth in the Request for Proposals.
5. The CITY reserves the right to reject any and all Proposals or waive any irregularities in any Proposal, this Request for Proposals (RFP) or the proposal process.
ATTACHMENT 2
REQUEST FOR PROPOSALS
FOR
CITY OF MANTECA
Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters 1 – INTRODUCTION
The City of Manteca is seeking proposals from qualified firms to provide a proposal for Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters. 2 – BACKGROUND AND GENERAL REQUIRMENTS
The City of Manteca is requesting the services of a bulk oil distributor of Oils, Grease and Lube to deliver product for the City of Manteca. The services include pick up and removal of used oil and crushed filters. Deliveries will be paid using a flat rate schedule. The successful proposer will work with City to determine a delivery and pick up schedule.
The Contractor shall provide the product specified as oils, grease, ATF, lube and perform all deliveries necessary and incidental to the project. The Contractor shall be required to remove used oil and crushed filters using the best practices of waste transportation as specified by the Code of Federal Regulations Title 40, Chapter I, Subchapter I, Part 279 and Certified Unified Program Agencies (CUPA) hazardous waste standards.
The Contractor shall be licensed under the provisions of Chapter 9, Division 3 of the Business and Professions Code of the State of California to do the type of work contemplated in the project. In accordance with provisions of California Public Contract Code Section 3300, the City has determined that the Contractor shall possess a valid appropriate hauling Class licenses at the time that the bid is submitted. Failure to possess the specified license shall render the proposal nonresponsive.
Please provide a minimum of three (3) references from other municipal, city or county governmental agencies for which the Contractor is currently providing, or has provided, the services described in this RFP.
Qualified Personnel requirements:
• shall possess a valid appropriate hauling Class licenses; • shall possess the required recycling accreditation to remove used oil and crushed filters. • The Contractors staff shall be skilled and regularly engaged in bulk oil deliveries and pick up of used oil and crushed filters.
• The Contractor shall be versed in waste materials transportation including but not limited to having Hazardous Materials Safety Permit (HMSP)
Please provide a listing of names, with summary, of all qualified staff members as part of the proposal.
ATTACHMENT 2
Prevailing Wage Requirements:
• Prevailing wages shall be paid as determined by the Department of Industrial Relations (DIR) pursuant to Labor Code sections 1771 and 1774. Per the California Labor Code, bids can only be accepted from bidders who are registered contractors registered with the DIR pursuant to Labor Code Section 1725.5.
Contract Term:
• The Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters Services contract term will be for an initial three (3) years with two one (1) year extension options. 3 – SCOPE OF SERVICES TO BE PROVIDED
The scope of services set forth in this Request for Proposals represents an outline of the services which the CITY anticipates the successful proposer to perform and is presented for the primary purpose of allowing the CITY to compare proposals. The precise scope of services to be incorporated into the General Services Agreement shall be negotiated between the CITY and the successful Proposer. The CITY encourages Proposer to suggest changes to the scope of services as needed.
General Scope:
Delivery Requirements:
The Contractor shall provide delivery FOB destination of Oils, Grease, ATF, Lube Delivery on a “as requested” service agreement for the following:
15W40 Conventional Heavy Duty Engine BULK
15W40 Natural Gas Engine Application Oil GALLON BARREL
5W30 Full Synthetic Engine Oil BULK
Synthetic Multi-Application Automatic Transmission Fluid BULK suitable for:
• ALL DEXTRON
• ATF+4
• ALL MERCON
Synthetic Multi-Application Automatic Transmission Fluid BULK suitable for:
• ALLISON 295
• ALLISON 389
• (Ideally one ATF to meet all requirements)
Allison Transmission 295 Fluid BULK stand alone item
Coolant
Universal Single for light and heavy duty application BULK 0W20 Full Synthetic Engine Oil 55 GALLON BARREL
Grease LB
Mobil Grease XHP 222 LB
Lithium Complex Grease 400LBS BARREL
HD 68 Hydraulic Oil BULK
Diesel Exhaust Fluid BULK
ATTACHMENT 2
Deliveries of bulk oils should include:
• Recorded Manifests that would include date, arrival time, and product delivered, location and name.
• Contractor shall maintain all accounting records related to this contract in accordance with generally accepted accounting principles and state law requirements for a minimum of five years.
• Contractor shall transport bulk oils FOB and in conformance with DOT and CUPA regulations. • Maximum response time for deliveries shall be (2) two days, unless a delay exceeding two (2) days can be justified in writing. .
• Have technicians available to deliver bulk oils in accordance with the City of Manteca Fleet Maintenance operating schedule.
Pick up Requirements:
The Contractor shall pick up and remove used oils and crushed filters for the City of Manteca. All Pickups shall be FOB Origin.
Pick up of Used Oil and Crushed Filters Scope of work:
• Recorded Manifests that would include date, arrival time, product picked up, location and technician name.
• Contractor shall maintain all accounting records related to this contract in accordance with generally accepted accounting principles and state law requirements for a minimum of five years.
• Contractor shall dispose of Used Oil in a certified hazardous waste recycling center or recycle as per Federal and CUPA guidelines.
• Contractor shall transport said waste materials in conformance with DOT regulations. • Maximum response time for pick ups shall be one (3) three days, unless a delay exceeding three (3) days can be justified in writing. .
RFP Schedule:
• Release RFP: Thursday, August 24, 2022
• RFP Written Questions due to City: Thursday, September 8, 2022 • City Responses to Questions due to proposers: Tuesday, September 13, 2022 • RFP Due Date: Thursday, September 29, 2022
• Interviews with proposers: TBD
ATTACHMENT 2
4 – RFP SUBMITTAL REQUIREMENTS
1. Proposal: The proposal (excluding resumes and the transmittal letter) shall not exceed a total of twenty (20) single-sided, 8.5" x 11" pages.
2. Transmittal Letter: The proposal shall be transmitted with a cover letter describing the firm's/team's interest and commitment to the proposed project. The letter shall state that the proposal shall be valid for a 90-day period and should include the name, title, address and telephone number of the individual to whom correspondence and other contacts should be directed during the consultant selection process. The person authorized by the firm/team to negotiate a contract with the City shall sign the cover letter. Address the cover letter as follows:
City of Manteca
Public Works Department
Water Quality Control Facility
2450 W Yosemite Ave Manteca, CA 95337
Attention: Erma Patrick,
Administrative Analyst
3. Project Understanding: This section shall clearly convey the Consultant's understanding of the work.
4. Approach and Management Plan: This section shall provide firm's/team's proposed approach and management plan for providing the services.
5. Qualifications and Experience: The proposal shall provide the qualifications and experience of the team that will be providing services for the subject Project. Emphasize the specific qualifications and experience from projects similar to this Project for the Key Team Members. Include any certifications needed for the delivery of and removal of products within this RFP.
6. Staffing Plan: The proposal shall discuss the anticipated workload for all Key Team Members, and their capacity to perform the requested services for the Project.
7. Work Plan and Schedule: This section shall include a description of how each task of the project will be conducted, identification of deliverables for each task, and a schedule. The Work Plan should be in sufficient detail to demonstrate a clear understanding of the project. The schedule should show the expected sequence of tasks and include durations for the performance of each task, including the Federal and CUPA guidelines the Contractor follows. Discuss the firm’s/team's approach for completing the services for this project on schedule.
8. The City's proposed General Services Agreement (GSA) is attached to this request for proposal.
The proposer must specifically indicate in its proposal any clauses in the Agreement unacceptable to the proposer, or City shall assume that the GSA IS ACCEPTABLE TO THE PROPOSER AND WILL NOT ACCEPT ANY CHANGES AFTER SUBMITTAL OF THE PROPOSAL. The proposal must include a statement which discloses any past, ongoing, or potential conflicts of interest which the consultant may have as a result of performing the work for this project.
ATTACHMENT 2
9. References: Provide at least three references (names and current phone numbers) from relevant work (previous three years) similar to this Project. Include a brief description of each project associated with the reference, and the role of the respective team member.
10. Submittal of Proposals: Four (4) copies of your proposal are due at the City of Manteca Water Quality Control Facility office no later than the time and date specified. Envelopes or packages containing the proposals should be clearly marked, "SEALED PROPOSAL FOR CITY OF MANTECA Oils, Grease, ATF, Lube Delivery and Removal of Used Oil and Crushed Filters - DO NOT OPEN WITH REGULAR MAIL"
11. Cost Proposal: One copy of a cost proposal should be submitted as part of the proposal. 5 – SELECTION OF CONSULTANT
The overall process will be to evaluate the technical components of all the proposals, as well as cost.
The proposals will be evaluated and scored on a 100 point total basis using the following criteria:
1. Qualifications and specific experience of Company and Drivers: 20 points.
2. Project understanding and knowledge of program and proposed work plan: 15 points.
3. Experience with similar types of projects: 25 points.
4. Satisfaction of previous clients: 20 points
5. Cost: 20 points.
The City reserves the right to make a consultant selection without an interview process. If determined to be required, two (2) of the submitting firms/teams will be invited to an interview/presentation. Only the Project Manager and Key Team Members shall attend the interview/presentation, up to a maximum of four (4) persons. The evaluation/interview panel may include representatives from the City and other agencies or consultants, but the specific composition of the panel will not be revealed prior to the interviews.
Expenses for the proposal and presentation meeting shall be borne by the Consultant.
Once the top firm/team has been determined, City staff will start contract negotiations with the firm/team. If contract negotiations are not successful, the second ranked firm/team may be asked to negotiate a contract with City.
6 – INTERVIEW DATES
TBD - If necessary
ATTACHMENT 2
7 – AVAILABLE INFORMATION
1. City financial data pertaining to expenditures and overall operating costs
2. If you have any questions regarding this RFP, please contact:
Erma Patrick
Public Works Administrative Analyst
Phone (209) 456-8427
[email protected]
8 – EXHIBITS
The following items are attached to this Request for Proposal:
1. Exhibit A – City’s General Services Agreement (GSA)
2. Exhibit B – Insurance Requirements
3. Exhibit C – Price Sheet
ATTACHMENT 2
ITEM
NO.
DESCRIPTION UNIT $/UNIT TOTAL
PRODUCT CATEGORY
1 •ALL DEXTRON / ATF+4 / ALL MERCON GALLON
•ALLISON 295 / ALLISON 389 GALLON
If one product meets the ALL of the above quote on this line GALLON Totals for this section:
2 Allison Transmission 295 Fluid BULK stand alone item GALLON 3 15W40 Conventional Heavy Duty Engine BULK GALLON
4 15W40 Natural Gas Engine Application Oil GALLON BARREL GALLON 5 5W30 Full Synthetic Engine Oil BULK GALLON
6 Coolant BULK GALLON
7 Universal Single for light and heavy duty application BULK GALLON 8 0W20 Full Synthetic Engine Oil 55 GALLON BARREL GALLON 9 Grease LB LB
10 Mobil Grease XHP 222 LB LB
11 Lithium Complex Grease 400LBS BARREL LB
12 HD 68 Hydraulic Oil BULK GALLON
13 Diesel Exhaust Fluid BULK GALLON
Totals for this section:
LABOR CATEGORY OVERTIME
$/HOUR
8 Supervisor
9 Delivery Driver
10 Pick Up Driver
11 12
Removal of Used Oils & Crushed Filters $/UNIT TOTAL
13 Used Oil
14 Crushed Filter
15 16
OTHER
17 Material Markup Percentage
18 19
20 Printed Name of Bidder: _______________________________________ Authorized Bidder Signature
Date: _____________________________________ DIR NUMBER
COST & SERVICE RATES
Company Name
STRAIGHT TIME
$/HOUR
Synthetic Multi-Application Automatic Transmission Fluid BULK suitable for:
Synthetic Multi-Application Automatic Transmission Fluid BULK suitable for:
%
UNIT
Gallon
LB
ATTACHMENT 2
GENERAL SERVICE AGREEMENT
This Agreement is made and entered into this ____ day of _________, 20__, by and between the CITY OF MANTECA, a public body, corporate and politic ("City") and _____________, a ___________ corporation ("Consultant").
RECITALS
A. Consultant is specially trained, experienced, and competent to perform the professional services required by this Agreement.
B. Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions specified herein.
C. City desires to retain Consultant to render the professional services set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform the __________ services described in the attached Attachment 1 that is incorporated by this reference, and pursuant to the Proposal submitted by Consultant dated ______, and attached hereto as Attachment 2. Consultant shall provide these services at the time, place, and in the manner specified in Attachment 1, subject to the direction of the City through its staff that may be provided from time to time. Performance of the ______ services is sometimes referred to herein as “the Project.”
2. Work Through City Staff. Consultant shall perform its services pursuant to this Agreement solely through City staff. No communications, information or documentations shall be made directly to any applicant to the City without the prior written consent of the City. This shall not apply to the sole request of information or clarification of information by Consultant from the applicant. All requests shall be noted to City in an expeditious manner.
3. Time of Performance. Consultant’s services will commence upon execution of this Agreement and shall be completed in accordance with the Schedule of Activities, attached hereto as Attachment 3. All work shall be completed no later than _______________. Failure to submit work products in accordance with the Schedule of Activities may result in the City withholding progress payments. Repeated failure to complete work products in accordance with the Schedule of Activities may result in a reduction of the total compensation provided for in Section 4 herein.
4. Compensation. Without additional authorization from the City, compensation to be paid to Consultant shall not exceed _______________DOLLARS ($______). Payment by City under this Agreement shall not be deemed a waiver of any defects, even if those defects were known to the City at the time of payment.
ATTACHMENT 2
5. Method of Payment. Consultant shall submit monthly billings to City specifying and describing the work performed during the preceding month. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.
City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff.
Payments may be delayed by City if Consultant fails to provide services in accordance with the Schedule of Activities, unless the City has provided prior written consent to any delay in the schedule.
6. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, the term "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without the City’s prior written authorization.
7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 15 days’ prior written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination upon submittal of an invoice for same.
8. Ownership of Documents; Confidentiality.
A. All plans, studies, documents, and other writings prepared by and for Consultant, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Consultant for such work. City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request by City. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.
B. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. These materials shall not, without the City’s prior written consent, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall these materials be disclosed to any person or entity not connected with the performance of services under this Agreement. Nothing furnished to Consultant that is otherwise known to Consultant, or is generally known, or has become known to the related profession shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to the Project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the City’s prior written consent.
ATTACHMENT 2
9. Consultant's Books and Records.
A. Consultant shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement.
B. Consultant shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address specified in Section 16 of this Agreement.
D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or termination of Consultant's business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-in-interest.
10. Independent Contractor. In the performance of the work and services required by this Agreement, Consultant shall act as and be an independent contractor and not an agent, or employee of the City. Consultant shall obtain no rights to retirement or other benefits that accrue to City's employees, and Consultant expressly waives any claim it may have to any such rights.
11. Interest of Consultant.
A. Consultant represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further represents that, in the performance of its duties hereunder; no person having any such interest shall perform any services under this Agreement.
B. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the control and direction of the City, or of any City official, other than normal Agreement monitoring; and
ATTACHMENT 2
(2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Consultant.
A. City is relying upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise.
B. The primary provider of the services required by this Agreement shall be ______________. A list of other individuals assigned to the Project will be provided to City for its review and approval, and these individuals shall not be replaced without the City’s prior written consent.
13. Compliance with Laws. Consultant shall use the customary standard of care in its profession to comply with all applicable federal, state, and local statutes, codes, ordinances, and regulations.
14. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals that are legally required of Consultant to practice its profession.
15. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Consultant’s performance of this Agreement, or Consultant’s failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.
16. Insurance Requirements.
A. Job specific insurance requirements can be found on the attached Attachment 4.
Other insurance provisions can be found below:
B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an A.M. Best's rating of no less than A:VII and shall be endorsed with language substantially as follows:
(1) The City, it’s elected and appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of ATTACHMENT 2
the Consultant, including materials, parts, or equipment furnished in connection with such work.
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officers, officials, employees, agents, or volunteers.
(6) The insurance provided by the policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) The City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of those deductibles or self-insured retentions.
D. Certificates of Insurance. Consultant shall provide to City certificates of insurance with original endorsements as evidence of the required insurance coverage. Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Manteca
1001 W. Center Street
Manteca, CA 95337
Attention: _______________
ATTACHMENT 2
If to Consultant: ________________________
________________________
________________________
Attention: _______________
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. This Agreement may be amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law; Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected ATTACHMENT 2
by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
27. Authority to Enter Agreement. Consultant warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.
28. Prohibited Interests.
A. Consultant warrants that it has not employed or retained any person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement.
Further, Consultant warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
B. For the term of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
30. Precedence. In case of conflict between Consultant’s Proposal/Consultant’s attachments and the City’s Agreement/City’s attachments, the City’s Agreement and City’s attachments shall take precedence over Consultant’s proposal/Consultant’s attachments.
ATTACHMENT 2
TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CITY OF MANTECA: CONSULTANT:
_________________________________ ___________________________________ (Signature) (Type name of Consultant/form of organization)* City Manager _
ATTEST: By: ___________________________________
(Signature)
_________________________________
(Signature) ___________________________________
(Type name and title)
City Clerk
By: ___________________________________
(Signature)
COUNTERSIGNED:
___________________________________
(Type name and title)
_________________________________
(Signature)
Address: ____________________________
Finance Director
____________________________
Telephone: ____________________________
COUNTERSIGNED:
_________________________________
(Signature)
Director of Risk Management
APPROVED AS TO FORM:
_________________________________
(Signature)
City Attorney
ATTACHMENT 2
Insurance Requirements for Most Contracts
(Not for Professional Services or Construction Contracts)
INSURANCEREQUIREMENTS
Contractor shall procure and maintain for the duration of the contract 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 and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
Minimum Limits of Insurance: The Contractor shall maintain limits no less than:
Commercial General Liability
• Commercial General Liability Insurance with $2,000,000 minimum limit per occurrence. • If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
• Commercial General Liability Additional Insured Endorsement naming the following as insured on 2001 or earlier issued endorsementforms:
“City of Manteca, its officers, officials, employees, agents, and volunteers”.
AutomobileLiability
If the vehicles are brought onto city facilities, covering any auto, or of Contractor has no owned autos, hired, and non-owned autos, the Contractor shall maintain automobile liability with limits no less than:
• Automobile Liability Insurance with $1,000,000 minimum limit per accident for bodily injury and property damage.
• Automobile Liability Additional Insured Endorsement naming the following as additional insured:
“City of Manteca, its officers, officials, employees, agents, and volunteers”.
Worker’s Compensation
As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
Professional Liability (Errors andOmissions)
Insurance appropriates to the Contractor’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate
Other Insurance Provisions:
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City of Manteca, its officers, officials, employees, agents and volunteers are to be covered as insured’s as respect to: liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used).
2. For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers, shall be excess of the Contractor’s insurance and shall not contribute with it. 5/14
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3. The applicant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City of Manteca.
Verification of Coverage
Contractor shall furnish the 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 an approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Manteca reserves the right to require complete, certified copes of all required insurance policies, including endorsements required by these specifications, at any time.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Manteca
Waiver of Subrogation
Contractor hereby grants to The City of Manteca a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.
SPECIALRISKSOR CIRCUMSTANCES
The City of Manteca reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances. 5/14
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