City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-01108 9/12/2023 Consent Item 12.
Contract: Freightliner Heavy Duty Truck Parts and Repair Services File ID: 2023-01108
Location: Citywide
Recommendation: Pass a Motion: 1) awarding an initial one-year contract with four one-year renewal options to Betts Truck Parts and Service for Freightliner Heavy Duty Truck Parts and Repair Services in an amount not to exceed $750,000 for the potential five-year term; and 2) authorizing the City Manager or the City Manager’s designee to execute the contract.
Contact: Bobbie Small, Program Specialist, (916) 808-6711, [email protected]; Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected]; Department of Public Works
Presenter: None.
Attachments:
1 - Description/Analysis
2 - Contract
Description/Analysis
Issue Detail: The Department of Public Works, Fleet Management Division, has an ongoing need to purchase Freightliner parts and repair services for the City’s fleet. Freightliner chassis are a common engine used in heavy-duty vehicles such as dump trucks, fire engines, and refuse trucks.
Policy Considerations: The recommendations in the report are in accordance with City Code Chapter 3.56, which requires City Council approval of purchases of $250,000 or more.
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of vehicle services and are not considered to be a project in accordance with Section 15378(b)(2) of the California
File ID: 2023-01108 9/12/2023 Consent Item 12.
Environmental Quality Act guidelines.
Sustainability: Not Applicable.
Commission/Committee Action: None.
Rationale for Recommendation: On July 11, 2023, the Department of Public Works (DPW) , Fleet Management Division, in accordance with City Code Chapter 3.56, issued an Invitation for Bid No.
B24153311001 (IFB) for Freightliner Parts and Services. Two submissions were received and only one was responsive, as the other failed to meet the Local Business Enterprise (LBE) participation requirement.
Fleet Management recommends awarding a contract to Betts Truck Parts and Service as they were the lowest priced responsive and responsible bidder.
Financial Considerations: Sufficient funding exists in the Department of Public Works FY2023/24 operating budget (Fleet Fund, Fund 6501) to obtain Freightliner Heavy Duty Truck Parts and Repairs through June 30, 2024. Purchase of services made after June 30, 2024, are subject to funding availability in the adopted budget of the applicable fiscal year.
Local Business Enterprise (LBE): Betts Truck Parts and Service is an LBE.
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CONTRACTROUTING SHEETContract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.General Information (Required)Original Contract # (supplements only): Supplement/Addendum #: Assessor’s Parcel Number(s): Contract Effective Date: 9 / 1 2 / 2 0 2 3$ Amount (Not to Exceed): $ 750,000.00 Contract Expiration Date (if applicable):Adjusted $ Amount (+/-): Other Party: Betts Truck Parts and Service Project Title: Original Equipment Manufacturer (OEM) Parts and Repairs for FreightlinerProject #: Bid/RFQ/RFP #:B24153311001City Council Approval:YESif YES, Council File ID#:2023-01108Contract Processing ContactsDepartment:Contract Coordinator: Song Moua Department Review and RoutingProject Manager: Bobbie Small Email:[email protected]:Supervisor:Division Manager:Other:(Signature) (Date)(Signature) (Date)(Signature)(Date)(Signature)(Date)Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.)Recording RequestedOther Party Signature Required------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------CC Rev. 12.19.2018 Public Works
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: CONTRACT NAME: Freightliner Original Equipment Manufacturer (OEM) Heavy Duty Truck Parts and RepairsCONTRACT PROJECT #: B24153311001 DEPARTMENT: Public Works DIVISION: Fleet Management CITY OF SACRAMENTO NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACTis made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and Betts Company, dba Betts Truck Parts and Service1121 Striker Ave., Ste 100Sacramento, CA 95834916-928-3818 [email protected] (“Contractor”), as of the Effective Date, as defined below. The City and Contractor agree as follows: 1. Effective Date. This Contract shall be effective beginning September 12, 2023. 2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”): Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work Exhibit B – Payment Exhibit C – Insurance Exhibit D – General Conditions Purchase Orders If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control. 3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”). Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after Form Approved by City Attorney 9-1-2020 Page 2
notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor. City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4. Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B. 5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.The Living Wage Ordinance is applicable to certain contracts with the City in an amount of$250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.
Form Approved by City Attorney 9-1-2020 Page 3
Contractor shall require applicable subcontractors to fully comply with all applicablerequirements of Sacramento City Code chapter 3.58 and include these requirements in allsubcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates. 10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of thisContract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.11.Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("LBE Participation Requirements") are applicable to this Contract. A summary ofthe requirements, entitled "LBE Participation Requirements," can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands theserequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.60. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance. Contractor shall requireapplicable subcontractors to fully comply with all applicable requirements of Sacramento CityCode chapter 3.60 and include these requirements in all subcontracts covered by SacramentoCity Code chapter 3.60.
Form Approved by City Attorney 9-1-2020 Page 4
Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies. 12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1 EXHIBIT ASCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Bobbie Small / Program Specialist 5730 24th Street, Sacramento, CA 95822 916-808-6711 / [email protected] The CONTRACTOR Representative for this Agreement is: Demi Hurst 1121 Striker Ave., Ste 100 Sacramento, CA 95834 916-928-3818 / [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative. 2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for one year).The City may extend this Contract for up to [4] additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.
Exhibit A – Page 3
Attachment 1 to Exhibit A Scope of Services: CONTRACTOR shall provide Freightliner Original Equipment Manufacturer (OEM) parts and services/repairs for City vehicles and equipment on an “as-needed” basis, as determined by the City. CONTRACTOR understands and agrees that work will be assigned to CONTRACTOR on an individual job or task basis through the City’s issuance of a written notice to proceed. The service/repairs may involve varying levels of effort throughout the term of the Agreement. The need for services/repairs may not be continuous during the term. It is understood and agreed by CONTRACTOR that no services/repairs or parts at all may be required by the City under this Agreement, in which case, CONTRACTOR shall not receive any compensation. If services/repairs are performed under this Agreement, total payment for said services shall not exceed that amount stated in Exhibit B for the five-year term. The City will contact CONTRACTOR regarding a specific job/task. CONTRACTOR shall not commence work on any job or task prior to receipt of a written notice to proceed from the City. CONTRACTOR shall perform, comply with and be subject to all provisions of this Agreement regarding any work performed pursuant to such written notices to proceed. Technical Specifications: General Requirements a. The CONTRACTOR’s facility shall be a clean and safe working environment. The facility shall comply with all federal, state and local regulations. b. The CONTRACTOR shall be an established and factory authorized Original Equipment Manufacturer (OEM) parts dealer and/or service center for Cummins products. c. All Items provided under this agreement shall comply with all applicable Federal, State and local regulations including State of California Motor Vehicle Code, if applicable. d. Authorized representative(s) of the City of Sacramento shall be permitted to inspect the CONTRACTOR’s facility prior to the award of this bid. After the award of the bid, authorized representative(s) of the City shall be permitted to inspect the CONTRACTOR’s facility on a periodic basis. More frequent inspections shall be permitted if problems develop and remain unresolved. Persistent and/or unresolved performance or other issues may be grounds for termination of this agreement. e. The CONTRACTOR is required to maintain the minimum levels of information to assure that the correct and most current parts are used in service repairs, while providing the necessary technical support information. f. The CONTRACTOR is required to maintain the required levels of mechanical and electronic tools for the service levels and products for which they are certified.
Exhibit A – Page 4
g. The CONTRACTOR certifies that it has not, within a three-year period preceding this certification, had one or more City contract or transaction terminated for cause or default. Repair Service Requirements a. The quoted labor rate will be used to perform all repairs and all parts used for repairs shall be priced in accordance with the price discount quoted in the bid. The hourly labor rates and any applicable discounts shall be reflected on all invoices. b. Prior to the commencement of any work or repairs on City equipment, CONTRACTOR shall provide a written cost estimate and schedule to the City for the requested or recommended repairs. Approval from an authorized representative of the City must be given prior to work being performed and shall be based on the estimated cost provided. If additional work is required, approval from the City must be obtained prior to work being completed. The City will not be responsible for the costs associated with any unauthorized repairs. c. All work shall be inspected by a representative of the City for proper completion and correction of the reported concerns. If it is determined that the concerns are not properly addressed; or the quality of work is unacceptable, the vendor shall, at their expense, make the necessary corrections. d. The City may consider and allow on-site repairs/services when appropriate. Parts Requirements a. All items provided under this agreement shall be original equipment manufacturer (OEM) line of replacement parts. All items provided under this agreement shall be equivalent in function and workmanship to the parts originally supplied on the vehicle(s) unless superseded by the vehicle/equipment manufacturer. No generic parts shall be supplied. b. The CONTRACTOR shall maintain adequate local inventory of popular items and items regularly stocked by the City, to meet the City's emergency needs. Emergency needs shall be delivered within three (3) hours of order; or shipped within the same business day if available and vendor's inventory location is not within the greater Sacramento region. Stock orders shall be delivered within two (2) working days of order, if available, from the manufacturer. Back orders shall be filled within four (4) working days. The City shall be notified of all back-orders. c. If the CONTRACTOR does not have the required part(s) in stock, CONTRACTOR personnel shall determine if the City's need is immediate. If the CONTRACTOR does not have the required item(s) on a regular basis, and/or frequently obtains parts from other dealers, the City may determine that the bidder does not "maintain adequate inventory" and may terminate this agreement.
Exhibit A – Page 5
d. Availability and timely delivery are critical to the award and maintenance of this agreement. Failure to maintain adequate inventory or provide timely delivery shall be grounds for termination. e. The CONTRACTOR agrees to accept the return of unused and undamaged items purchased through this agreement at 100% of the contract price. f. The provisions of this contract shall in no way prohibit the City from purchasing the same products and/or services listed herein from another supplier.
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1 EXHIBIT BPAYMENTContractor’s Compensation.The total of all fees paid to the Contractor for the provision ofServices as set forth in Exhibit A, including any authorized reimbursable expenses, shall notexceed the total sum of $ 7,000. The payments specified in this Exhibit B shall be the onlypayments made to Contractor unless the City approves a Supplemental Contract.Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actualexpenditures of Contractor for expenses that are necessary for the proper satisfaction of theContract and are only payable if specifically authorized in advance in writing by the City.Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract,including charges for transportation, fuel, containers, packing, or disposal.Payments to Contractor. Contractor is responsible for supplying all documentation necessaryto verify invoices to the City’s satisfaction.Payment terms are NET 30 days, unless the Contractor offers a prompt payment discountthat was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.Invoices must be submitted to either of the addresses specified below.Email. Submit email invoices and any attachments to:[email protected] Mail. If emailing is not an option, mail to:A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608All invoices submitted by CONTRACTOR must contain the following information:Job/Project NameCITY’s current Purchase Order NumberContractor’s Invoice NumberDate of Invoice IssuanceWork Order Number (if applicable)CITY representative identified on the Purchase OrderContractor’s remit address
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.)(11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading.F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section. 9. Public Works Requirements. [To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]: ________ Construction work in an amount exceeding $25,000;
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 ________ Land Surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post-construction phases of the project; or ________ Alteration, demolition, repair, or maintenance work in an amount exceeding $15,000. If any of the lines is checked above, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors. Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and the
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.
Attachment 1 to Exhibit BBillable Rates For work authorized by the City in accordance with the terms of this Agreement, CONTRACTOR shall be paid at the rates listed below. Cummins OEM Parts and Repairs DescriptionParts Markup Hourly Labor Rate Labor for Freightliner OEM Repairs and Services $ 118.50 FreightlinerOEM Parts and MaterialsDealer Cost plus 20% MarkupEstimate and Invoice Requirements a. The quoted labor rate will be used to perform all repairs and all parts used for repairs shall be priced in accordance with the price discount quoted in the bid. The hourly labor rates and any applicable discounts shall be reflected on all invoices and estimates. b. Prior to the commencement of any work or repairs on City equipment, CONTRACTOR shall provide a written cost estimate and schedule to the City for the requested or recommended repairs. Approval from an authorized representative of the City must be given prior to work being performed and shall be based on the estimated cost provided. If additional work is required, approval from the City must be obtained prior to work being completed. The City will not be responsible for the costs associated with any unauthorized repairs. Price Adjustments No requests for price adjustments will be considered during the first two years of this contract. If the contract extends beyond two years, prices quoted may be subject to adjustment, based upon manufacturer price increase/decrease. Price adjustments will be in accordance with the current published manufacturer’s price listing as they are updated. Adjustments will not be allowed until the updated list is delivered to the Contract Representative, listed in Section 5A of the Special Provisions. A minimum (30) day advance notice period shall be required for such requests. If an increase is approved by the City, the increase in cost shall not be greater than 3% of the cost in effect the prior year. The discount from commercial or fleet retail pricing cannot be adjusted and shall remain the same for the full term of the contract. In the event of a price decline, the benefit of such lower prices shall be immediately extended to the City. No requests for labor rate adjustments will be considered during the first two years of this contract. If the contract extends beyond two years, labor rates quoted may be subject to adjustment, based upon a union agreement amendment, benefit cost increase, or prevailing wage rate or minimum wage adjustment. The successful bidder(s) must provide the City a written request, addressed to the Contract Representative, listed in Section 5A of the Special Provisions. Such request shall be accompanied by written verification of the need for the requested adjustment, such as a copy of the union agreement amendment. A minimum (30) day advance notice period shall be required for such requests. If an increase is granted by the City, the increase in cost shall not increase greater than 3% from the prior year. In the event of any decline in labor rates, the benefit of such lower rates shall be immediately extended to the City. Any approval of a request for a price increase or labor rate adjustment is subject to the review and written approval of the City in a contract amendment.
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1 EXHIBIT CINSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City. Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract. 2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of Contractor and subcontractors; products and completedoperations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. ___ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.” 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. ___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. ___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractorcertifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.” 6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insured
Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3 against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract. 8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 D. The City may withdraw its offer of Contract or cancel this Contract if the certificates ofinsurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if theinsurance is canceled or Contractor otherwise ceases to be insured as required herein. 9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1 EXHIBIT DGENERAL CONDITIONS1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.
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2. Licenses; Permits, Etc.Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever. 5. Conflicts of Interest.Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, orother pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances. 7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.
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9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring,leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediatelynotify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager,or if any portion of the City is declared a disaster area by the county, state or federal government,this Contract may be subjected to increased usage. The Contractor shall serve the City during adeclared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, withoutmark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of theContract because of a disruption in its chain of supply or service, then the Contractor shall provideproof of the disruption. Acceptable forms of proof will include a letter or notice from theContractor's source stating the reason for the disruption13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract: (1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in thisContract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contractwill be covered by the industry standard or better warranty.B. Contractor further warrants that the Goods and Services furnished under thisContract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract. C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. D. City's inspections, approval, acceptance, or payment for all or part of any Goods and
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 Services will in no way affect City's warranty rights.16. Indemnity. A. Indemnity:Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B.,above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract. 17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract.18. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with theRegulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.
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19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 21. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.
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27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or(4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action. D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.
GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 Executed as of the day and year first above stated.CITY OF SACRAMENTOA Municipal CorporationBy: _____Print name: Ryan MooreTitle: Assistant City ManagerFor: Howard Chan, City Manager ATTEST: ______City ClerkAPPROVED AS TO FORM:______City Attorney AttachmentsExhibit A Technical SpecificationsExhibit B PaymentExhibit C Insurance Exhibit D General Conditions GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 CONTRACTOR:______________________________________NAME OF FIRM______________________________________Federal I.D. No.______________________________________State I.D. No.______________________________________City of Sacramento Business Op. Tax Cert. No.TYPE OF BUSINESS ENTITY (check one):_____ Individual/Sole Proprietor_____ Partnership_____ Corporation (may require 2 signatures)_____ Limited Liability Company_____ Other (please specify: ______________)______________________________________Signature of Authorized Person______________________________________Print Name and Title______________________________________Additional Signature (if required)______________________________________Print Name and Title
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?INSR ADDL SUBRLTR INSD WVDPRODUCERCONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSUREDINSURER B :INSURER C :INSURER D :INSURER E :INSURER F :POLICY NUMBERPOLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)AUTOMOBILE LIABILITYUMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYDESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR$PREMISES (Ea occurrence)MED EXP (Any one person) $PERSONAL & ADV INJURY $GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $PRO-POLICY LOCPRODUCTS - COMP/OP AGGJECTOTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTOBODILY INJURY (Per person) $OWNED SCHEDULEDBODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNEDPROPERTY DAMAGE$AUTOS ONLY AUTOS ONLY(Per accident)$OCCUREACH OCCURRENCECLAIMS-MADEAGGREGATE $DED RETENTION $PER OTH-STATUTE ERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE $If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #COMMERCIAL GENERAL LIABILITYY / NN / A(Mandatory in NH)SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$$$$$The ACORD name and logo are registered marks of ACORD 7/24/2023License # 075777625674Betts Company dba: Betts Spring ManufacturingBetts Truck Parts & Service, BettsHD, LTF Acquisition, LLCdba: Lifetime Fenders, Rite-Way Axle & Suspensions2843 S Maple Ave.Fresno, CA 93725A 1,000,000Y-630-5C415057-TIL-23 1/1/2023 1/1/2024300,00010,0001,000,0002,000,0002,000,0001,000,000A810-4L144937-23-14-G 1/1/2023 1/1/202415,000,000AEX-7H496613-23-14 1/1/2023 1/1/202415,000,0000AZGC-81N3857A-23-GC 1/1/2023 1/1/20241,000,0001,000,0001,000,000AGarage Keepers 810-4L144937-23-14-G 1/1/2023$1000 Ded/Limit 1,000,000AEquipment Floater Y-630-5C415057-TIL-23 1/1/2023 1/1/2024$1000 ded/Limit 100,000City of Sacramento5730 24th St, Building 1Sacramento, CA 95822 BETTCOM-04 SBORRELLHUB International Insurance Services Inc.548 W Cromwell AvenueSuite 101Fresno, CA 93711Jennifer [email protected] Property Casualty Company of America X1/1/2024XXXXXXX