CITY OF RICHMOND
STANDARD CONTRACT
Department: Finance/Public Works Project Manager: Angela Walton Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1610
PR No: Vendor No: 1450 P.O./Contract No: 5075
Description of Services:
Uniform Rental and laundry services to various departments of City of Richmond The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
ARAMARK Uniform Services
Company Name:
Street Address: 5000 Forni Drive
City, State, Zip Code: Concord, CA 94520
Contact Person: Shawn Ayers
Telephone: (510) 363-2632 Email: [email protected] Business License No: 40004492 / Expiration Date: December 31, 2020 A California corporation, V limited liability corporation • general partnership, | limited partnership, individual, non-profit corporation, — individual aba as [specify:] _
other [specify:]
Term. The effective date of this Contract is March 20, 2020 and it terminates March 20, 2025 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 510,000 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. neral nil are Thia Ced races aud act to the rated era by reference, subject to all the terms and conditions contained or incorporated herein.
Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
ARAMARK Uniform Services
By: TUat
* The Corporation Chairperson of the Boaro
President or Vice Pres/dent should sign below
Title: By:
I hereby certify that this Contract Title: DAVID MICHAELSON, VP has been approved by City Council.
Date Signed: _ MAY 8, 2020
on Pagela Christ
SEB AUTHORIZATIO ATTACHED
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
Title:
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions
Special Conditions
surance Provisior Exhibit F
andard Contrac/EJ/TE 9-26-
(
For the Contract belween the Cily of
Riolimond and
Aramark Uniform Services
EXHIBIȚ A
SERVICE PLAN
Contractor shall, to the saftsfactión ofthe Project Manager - porform the following services and be compensated as outlined below:
1, SCOPE OF WORK:
The blipose of this contract Is to provile weekly rental, maltenahoo and laundry services of Work related garments, for the C Rins as departments isted, lems to be furnshed under thls agreement Includes, but is not limlled to, shirle, pahts, coveralls, shop and lab coals, smocks, towels, and mats/ugs. Clothing shall be delivered to the locallons designated, laundered and inalntained in good condition and repalt, In accordanoo with these specifloations. All uniforms shallbe placed of hangers unless Department Contact makes ofher arrangements.
2. INITIAL ISSUE OF UNIFORMS:
At the commenoement of the Conțract Term; the Illlal Issue ofuniforms and other garments shall be new, unwashed and unworn. Conjactor shall provide oach employee with oleven (11) sets of uniforn eye deed by the Deen contact. A uniform may consist of work shirt, polo shirt, short or long sleeve and pants, and/or coveralls. These unforms may vary In color from Department to Department and Division to Diyision. During the contract Term, the contractor shall maintain sufficent stock to provide complete uniforms and other Items within seven (7) working days to employee hired after commencement of the contract terin. Also the contractor should have loaners avallable during these seven days. All such garments shall be new.
3, MEASUREMENT, FIT, COLORS AND EMBLEMS
The contractor shall be responsible for individual measurement and resultant fit of all garments provided, to Include changed size requirement of Individual when may cour with- In live (o) working days froin the date of request, and shall provide the employee with uniforms within ton (10) working days of the date measured. Any talloring required to assure proper fil for each Individual will be done at no additional cost to the Cily. When the contraclor Is measuring division personnel for unforms, they shall have saiples of each type of uniform in various sizes avallable for blvision personnel to try on. Colors of uniform Items shall be as desired by eạch depariment and oi diviston of a department, selecled from manufaoturer's standard colors, to include International orange: The contractor shall provide name patohes: The name patches will either be employed's first name, or both first and last haine. Contractor shall adhere by sewing outside perimeter of patch fo shirts at no addillonal coe to the City, Name pathes shall be located over the left shirt pookët,
4. SAMPLES:
bly personnel for evaluation purposes prior to award may redullo samples of olothing, If roguired, they shall be provided at no cost to the Cily within five (5) days of reguest, Samples may be returned upón Contractor's request at Contrator's expense. 1 !
5. IDENTIFICATION SYSTEM:
Contraclor shall provide a name on an Inconsplouously marked or labéled Identification syslem that Identifles for each employee and garment lo ensure that employees get the same garment after cleaning.
6. UNIFORM SRECIFICATIONS:.
The following specificallons must be adhered to and are subject to change at Cily's request with reasonable nollce;
, Lab Öoats and Shop Conte are a one plece, öuterwear, and 314 lengthis with löng sleeves and will be a blend of 65% polyester and 36% colton, plain will, 7 la Bozs er sq, ye, permanent press iInish, val dyed, sun and ack resisfan. Polyester thread shall be bar lacked at points of slaln & to 12 siltches per inch. Fly front closure: with five button and butlonholes or snap fasleners, Patch pockels with breast pockel and pencil stall on left. Two deep front pockels, side openings for easy access to inside pants pockels. Some Deparlments also use wraparounds and shop coals, Lab Coats must be avallable In all sizes at no addltlonal cost, white or navy in color:
b. Can i on s, he pie coveralls; pieswing back, and zipper front olf: less In a blend of 65 % poiyester and 35% colton, plan will, 7-8 oz. per sq yd.; wilh heavy-duly fall-lengh 2-way brass zipper with gripper at neck, fly front or 100% colton with buttons. Two breast pockets, two slash style, front pockels and two rear hip pockels. All siltching with polyester thread, double stitched seams and bar tacked for renforcement al polnts of strain. Coveralls must be avallable in all sizos al no additlonal cost, with color as seleoled from manufacturer's slandard colors Including International orange at ho additional cost.
Prints will be slack type, work type of lean cuf, plain front, with no cuff. 05% Dacron polyesfor and 35% cotton, or 100% colton work, or Nomex, fabrio vals dyed, sun fade and äcld resistant, wilh permanent press finlsh, 7-8 oz, per sq, ye. Color to be sèlected from manufacturer's standard colors, 100% spun polyester or cotton coaled polyester thread in matching colors with 8 to 12 stitches per inch, bar lacked al pöints of strain. Pants shall have full cut for roomy fit, button clostire at waist, heavy duty laped brass zipper and inner lined waisiband with belt loops, Pants shall d. Shirts shall be two-patob spade style or die cut round, breast pocket of shirt fabric, each with bulton and vertical bultonhole, no metal snaps, 65% Polyester 35% coltor work of Colton Dura or Indura soft. Shirts shall have (wo pockels with bullon closure flap, two-plece lined button closure cuff and lined two-plece banded collar. Shirts must be avallable In both men and women styles and in all sizes and colors at no accillonal cost.
:
2 i /
7. DELIVERY SPECIFICATION:
Clothing items and all olhei tems shill be collecled from and billed to eách of (he following departments a minimum of once every week. Currenily there are approximalély nine delivery points distributed throughout the Cily. The Cly reserves the oplion to lelocate, reduce or Increase colleclion/dellvery points at no additional cost lo the Cily, Delvery shall be made on a regular schedule for each City Department locallon, The project manager of eạch üsing department will delermine the delvery schedule, Contractor shall be responsible for equivalent replacement and cost of any garments) that are lost or damaged while in possession of Contraclor belween points of pick-up to point of delivery.
8. STÄRTUP REQUIRMENTS:
Conraclor shall provide each employee willi èleven (11) sele of uniforms unless otherwise notifled by Department contacl. Uniforms shall consist of a work shirt and work pants, • lab coal or coveralls: One (1) uniform will be worn, five (5) will be in for laundry, and tive will be clean and avallable al the work sile.
#. Contractor shall provide now garments (Grade A) upon Inflal Inventory for existing permanent or temporary employees, and any new/additional permanent Cily employees thereaftér regardless of hire dale. All garments for peimanent and temporaiy/seasonal employees. must have the employee's standard cloth namelags affixed to the garment as deslgnated by the Clly's representative from date of Issue, In addition, emblem and patches with lettering of department's cholce are to be provided and attached to the garments) whèn required, at no additional cost to he Cily, I. Contractor shall provide qualiled personnel to measure and fft on-site the inftlal örder and all added users. Contraclor to proylde varlous sizes to individuals and any over sized garments required, al no adational cost to the Cily. Each garment shall be fitted to the salisfaction of the individual einployee, also filings and alleralions to be laken on site throughout the term of the contract, when necessary. When a question of properfit arses, a Clly deparlment representative shall resoive the queşllon, and his/fier decision shall be final.
Conlaborshall maltan suftlent personnel, and facilites to properly and adequately perform all services called for under the contract, Contracfor shall Identify a representalive(s) of their company who will be responsible for the Cily's needs, d. Prior to the sizing of garments, contractor shall confer with and advise each department representative on garment lag Informallon, proper application requirements for FRC wear In relatlon to work level of hazard risk, lo, calegory 1 versus category 2 hazard e. The Conlractor will be responsible for identifying and accounting for each garmeht, ensuring that garments are picked up from a speciflo area and are returned to the safne area and the same user.
3 (
f. The Contractor shall málntain an Inventory for the destgnated amount of garments authorized by the Cily representative for each Department employee. Total Inventory equals the number of changes per wook, times two, plus one, g. Contractor shall celiver all garments in wearable (wrinkle-free) condion for placement In the designated areas, No starch or similar product is to be used, If the Contractor dellvers any Items to the wrong location and the garmonts) are not recovered at Ils original locallon; the Contractor is responsible for |s replacement. a Conta sa de rent dispensers and or colhing bins to requesting departments, as well as the delvery of clean garments and removal of solled garments from bins, all at no additional cost to the Cily.
!. The City requires a minlinum of once a week pickups and a one-week tum-around time on delivery, every wook, Monday through Friday (excluding Holldays), Normal work hours for pickup and dellvery are boween 7:00 AM and 3:30 PM. Contractor is to arrange a dellvery schedule either the day before or the day after a holiday in oyder to maintain the once a week pickup and delvery, Contractor is to' notify the Cily deparlments) representalive at least one week prior to the holiday as to which clay (before or after the holiday) services to be performed.
J. The Contractor Is responsible for replacing the rented items that are damaged, worn out, or can no longer be worn, Any garment requiring replacement shall be replaced within one week's time. Contractor is to Inspect garments for upgrading or replącement and do so Immedalely when found during laundry servicing on an as needed basis, but with the approval of the Clty's department representalive. The •Contractor shall have adequate quailly control to insure thal all broken button, broken zippers, torn or slalried uniforms, or oher defecs are correcled, or the garment roplaced before delivery, Uniforms worn or otherwise unsultable for service shall be replaced as a roufine maller The contractor shall have a system avallable in which the ability to Identify damaged or uncleanable units can be readily identfled by vendor and repared or placed before the unts are returned to the customer depariment on the following dellvery date. Replacement garments, shall be new, unwashed and unworn. The City shall refuse payment for garments, Which do not present a salisfaclory appearance for wear in publio, In addition, incorrect counts and llems with Inappropriale mark must be reilled within one week of the error.
Olherwise, garments shall be replaced/ upgraded due to normal wear and tea! dưring the durallon of the contract, wlth new garments at no additional cos! to the Clly. :
9. CITY DEPARTWENTS RESPONSIBILITES
a. Following execuiton of this agreement, pac! Clly deparlment will designate authorized representalives and "Open" purchase orders will be issued for the Departments using 4 D, Upon award notificatlon each department to furnish the Contractor a Contactlist of auinorized Gily department representalives with phone and emall, and a user list of each employee, The user list will include the localton (identifled by Department Name and Address) of each employee, her full names the number of positions (classificallon, and/or craft, the type, color and quantily of garments to be issued to each employee, each week.
ą. Cily employee shall notify his/her aulhorized Cily department representalive Immedately, of any discrepandles conceming histher garnents and or service. The aulhorized department representative shall notlly the Contractor of:
5 Repalts required;
(2) Size changes;
(3) Damaged, lost/missing garment replacements, and
(4) Delivery pick-up service Issues,
delf garments) is (are) in need of repal, repalis are to be dented by means of a repali tag supplied by the Contractor. Any clean garments) returned from laundry requiring repairs, are to be kept separale from solled areas and returned to the contfactor for corrective action. All repalrs to be done with "like" materials to all garments, for repalr work, including zipper replacement and broken, bent, or missing bultons of equivalent quality. The Contractor will make all repairs agreeable to the satisfaci on of the Cily department representative, Repairs to be identified by means of a • "No Charge" repair lag placed on the garment,
e. Each user department, reserves the right to perlodloally send garment samples foran Inçependent laboralory for random festing to delermine If any harsh chemloals have been used in the laundering process, which may have adverse effeols on personnel or garments.
I. If garments become misplaced, or damaged due to misuse wille In the posseşsion of the Cily employee, the employee/department is responsible for paying the greed Reduced Loss/Damage Replacement Cost for such garmenl(s) • • 10. OPTIONS
Before the explralion of this Agreement, the Puble Works Director may exlend the ferm for up to two one-year perlods by writteh Notlce of Exercise of Option. The exercise of the oplion shall be by way of a formal wilten amendment to this contract.
11. LOCKERS
Gonlaolör shall provide lockers för the placement of dity uniforms to be laundered and individual löckers for the delivery of clean uniforms.
12. Cily agrees to compensate Contractor for services according to the rates set forth in the Attachment A with is attached hereto and incorporated herein by this reference.
13. City and Contractor shall abide by the terms and conditions set forth in the Attachment B which is atfached hereto and incorporated herein by this reference. • 5
RFP No-06Sep19
ATTACHMENT A
RFP No. PW-06Sep19
Uniform and Miscellaneous Rental Services
The undersigned, as offeror, declares that the only person or parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any other person, firm or corporation; that he has carefully studied the proposed minimum specifications, and he proposes and agrees if this proposal is accepted that he will supply and service the City of Richmond with saic garments in the manner and time therein prescribed, and that he will take in full payment therefore, including all applicable state and federal taxes, without any additional charges for package, drayage or for any other purpose the following prices, to wit:
ITEM UNIT PRICE FOR FIVE WORKING DAYS
INDUSTRIAL WORK PANTS
PANTS-65/35 Polyester/Cotton $ 0.18 EA
DENIM $ _0.22 EA
EXECUTIVE PANTS $ _0.20 EA
INDUSTRIAL WORK SHIRTS
LONG SLEEVE SHIRTS-65/35 Polyester/Cotton $_ 0.16 EA
SHORT SLEEVE SHIRTS-65/35 Polyester/Cotton 0.16 EA
EXECUTIVE SHIRTS
LONG SLEEVE 0.20 EA
SHORT SLEEVE 0.20 EA
POLO SHIRTS 100% Cotton 0.22 EA
POLO SHIRTS Cotton/Polyester' $ 0.22 EA
COVERALLS-100% Cotton , or choice or combination of both _0.32 EA COVERALLS -65/35 Polyester/Cotton or choice or combination of both $ 0.32 EA
INDUSTRIAL SHOP COATS (MECHANIC) $_0.25 EA
WASHABLE (COTTON) JACKETS _0.35 EA
ITEM UNIT PRICE
RED SHOP TOWELS, 18X18 $_0.03 EA
3'x4' NYLON RUBBER MATS $1.75 EA
3'x5' NYLON RUBBER MATS $_ _1.75 EA
12 REP No-06Sep19
4'×6' NYLON RUBBER MATS $_2.50 EA
3'×10' NYLON RUBBER MATS $ 3.00 EA
3'x5' SCRAPER MATS $_ _1.50 EA
FLOOR MATS WITH ANTI-STATIC PROPERTIES $_ _1.50 EA
DUST MOP WITH HANDLE-24 $_ _0.25 EA
DUST MOP WITH HANDLE-36 $_ _0.28 EA
REPLACEMENT/LOST GARMENT DEPRECIATION SCHEDULE
0-6 Months 5-12 Months 12-18 Months
UNIFORM PANTS $_16.00 16.00 $_13.00_
EXECUTIVE PANTS $_21.00_ $_21.00 $_16.00_
-
UNIFORM SHIRTS-Long/Short 14.00 14.00 $_11.00_
EXECUTIVE SHIRTS-Long/Short $_16.00_ $16.00 $_11.00_
POLO SHIRTS 100% Cotton $_24.00 $ 24.00 $18.00
-
POLO SHIRTS Cotton/Polyester $_24.00_ $ 24.00 $_18.00_
COVERALLS - 100% Cotton $_39.00_ $_ 39.00 $_28.00_
COVERALLS - 65/35 $ 35.00_ $ 35.00 $_26.00_
SHOP COATS $ 28.00 $_28.00_ $_21.00_
REPLACEMENT/LOST LINEN DEPRECIATION SCHEDULE
0-6 Months 6-12 Months 12-18 Months
SHOP TOWEL $_ 0.40 $0.40 $_0.40_
3'×4' NYLON RUBBER MATS _65.00_ $ 65.00_ .$_65.00_
3'x5' NYLON RUBBER MATS $_65.00_ $ 65.00_ $_65.00_
4'x6' NYLON RUBBER MATS $_87.00 $ _87.00_ . $_87.00
3'x10' NYLON RUBBER MATS _99.00 $ 99.00_ $_99.00_
13 RFP No-06Sep19
3'x5' SCRAPER MATS $___65.00 $ 65.00_ $_ _65.00_
ANTI-STATIC FLOOR MATS $_ 65.00 $ 65.00_ _65.00_
DUST MOP WITH HANDLE-24 _8.00 $ 8.00 - $_ —8.00_
DUST MOP WITH HANDLE-36 $ 9.50_ $ _9.50_ $ 9.50_
PURCHASE
The City will purchase all-purpose, hip-length, poly/cotton twill work jackets and ball caps for full time employees every 18 months.
PERCENTAGE OF DISCOUST FOR ALL ITEMS PURCHASED: _18_
Off regular priced items
ADDITIONAL ITEMS OR MODIFICATIONS:
The undersigned has carefully checked all the above figures and understands that the City Council, City of Richmond, will not be responsible for any errors of omissions on the part of the undersigned in naking up this proposal. I declare under penalty of perjury that I have not been a party with othe Aramark Uniform Services
COMPANY NAME AUTHORIZED SIGNATURE PINED NAME
-5000 Forni Dr 925-827-3782 925-685-0890
STREET ADDRESS TELEPHONE NUMBER FAX NUMBER
_Concord, CA, 94520 10/3/2019
CITY, STATE, ZIP DATE
ATTACHMENT B
14 ATTACHMENT B
1. REPIACEMENT/ LOSS CHARGES / CONTRACT TERMINATION:
responsibly of ito contractor vin verification is region in senio shall be the
2. ABSENCES
Employees on extended ahsence from the Cly, or whose employment is termhated, will reitm all införms and all charges shall be eliminated for that employee during such absence,
3. INVOICES
• Open purchase orders will be Issued for each Clly depailméht using Contractors servlces. The Cily will accept and pay from involces, The Cily wil require an involce for eaoh purchase against each open purchase order.
The livoldes shall be mailed at the end of each month along with the indlvidual delivery recepts/packing slips for lems suppled during that month. The Involce will be pald after all recepts/packing slips are checked for accuracy against the summary slatement. Discrepandles that cannot be resolved will hot be paid and should be reflected on the next month's statement as a balance forward. All discounts and credits shall be clearly shown on the face of the Involce. 4, PAYMENT
Payment will be made monthly, in arrears, upon recept of proper Involcos named above. Duplicate Involce number shall hot be submitted. Involoes shall include detalled informallon regarding product and/or service that Is being billed, Only products and serices pertaining to this contract shall appear on involces. Miscellaneous Items purchased not specifled on this contract shall be Involced separately referencing the appropriate purchase order number. Involces rejecled by departments shall be re- Issued wilh new/révised issüe dates so as not to imply dellinquent payment status Purchase order number shall be noted on all Involces. Original Involces shall be delivered fo the Accounts Pavable Department address on the purchase order to elisure payment is processed in a timoly manner;
•
For the Contract between the City of
Richmond and
ARAMARK Uniform Services
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel eto). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Angela Walton Department: Finance/Public Works PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitgela Wantractor shall be subject to the approval of the before payments shall be authorized.
City's Project Manager,
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
ARAMARK Uniform Services
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1.1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Angela Walton
City of Richmond
Main Office: 450 Civic Center Plaza
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Shawn Ayers
ARAMARK Uniform Services
5000 Forni Drive
Concord, CA 94520
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 5 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. It a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Gode"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 10 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benetits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §$ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 12 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
ARAMARK Uniform Services
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
ARAMARK Uniform Services
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
- Exhibit F
_Section 8
City of Richmond - Insurance Requirements - Type 1:
Consultants and Contractors
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM Insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, 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, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability Insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR, Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) Including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers' Compensation Insurance as required by the State of California including Employer's Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance.
6. Bullder's Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. - (Only required for Construction Contracts
7. Contractor's Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers' Liability Employers' Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liability" found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Type 1 - Page 1 of 4
Revised: September 2011
- Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:
Consultants and Contractors
General Liability PROJECT COS REQUIRED LIMIT
(primary and excess limits $0-$5 millio $2 million p/o. combined) 5 million - $10 millio $5 million p/o
Over $10 millio $10 million p/o
$5 million p/o
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum miltone agreeate immit shall be twice the per occurrence limit ($4 Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Coverage shall include all risks of direct physical loss, excluding earthquake or an amount equal to the full completed value of the covered structure o replacement value of alterations or additions, including soft costs and Builders' Risk/Course of
Construction - Covers property
under construction, repair or If the project does not involve new or major reconstruction, an Installation renovation as well as equipment Floater may be acceptable. For such projects, a property installation floater and materials to be installed shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater (Only required for Construction
Projects involving property and
equipment installation.)
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor's Pollution Liability (if Same limits as General Liability. applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
demolition, excavation, grading,
street/road construction
residential & commercial builders
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement Applicable to General Liability Coverage.
SO form CG 20 10 (11/85) or its equivalent is required. Th ndorsement must not exclude products and completed operation Type 1 - Page 2 of 4
Revised: September 2011
- Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:
Consultants and Contractors
Additional Insured Endorsement SAMPLE Endorsements can be found at (continued) http://www.ci.richmond.ca.us/index.aspx?nid=61 Primary and Noncontributory
Waiver of Subrogation
Endorsement Form
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured Any deductible or self-insured retention must be declared to and approvec Retentions by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-Insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to he deductible or self-insured retention guaranteeing payment of losses an elated investigations, clalms administration and defense expenses Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only Applicable to Builder's Risk/Course of Construction naming the City of Richmond as Loss Payee.
and ordere cons actin
Insurance is required.)
SURETY BONDS The Contractor shall provide:
(If a Public Works/Engineering 1. A Bid bond
Project) 2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy Is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policles.
Claims-Made Policies
If any Insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, llability under the indemnity provisions of this contract, Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Type 1 - Page 3 of 4
Revised: September 2011
_Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 1:
Consultants and Contractors
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified coples of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
if services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and Type 1 - Page 4 of 4
Revised: September 2011