City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01232 6/25/2024 Consent Item 14.
Contract: Mobile Services and General Maintenance and Repairs for Medium and Heavy-Duty Vehicles and Equipment
File ID: 2024-01232
Location: Citywide
Recommendation: Pass a Motion: 1) awarding an initial one-year contract with four one-year renewal options to Ray Gaskin Service for the purchase of mobile maintenance and repair services for medium and heavy-duty vehicles and equipment in an amount not to exceed $950,000 for the potential five-year term; and 2) authorizing the City Manager or the City Manager’s designee to execute the contract and renewal options specified provided that sufficient funds are available in the adopted budget for the applicable fiscal year.
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 - Agreement
Additional Description/Analysis
Issue Detail: The Department of Public Works, Fleet Management Division, has an ongoing requirement to purchase mobile maintenance repairs and services for medium and heavy-duty vehicles and equipment. These services are essential to support the operational needs of various City departments. By ensuring that all medium and heavy vehicles and equipment are properly maintained and quickly repaired when needed, the Fleet Management Division helps to minimize downtime and maximize efficiency across city operations. This initiative is critical for maintaining the reliability and performance of the city's fleet, which includes vehicles used for public safety, public works, sanitation, and other essential services.
Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.56, which requires City Council approval of actions of $250,000 or more.
File ID: 2024-01232 6/25/2024 Consent Item 14.
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 mobile repair services for medium and heavy-duty vehicles and equipment and is not considered to be a project in accordance with Section 15378(b)(2) of the guidelines.
Sustainability: Not applicable.
Commission/Committee Action: None.
Rationale for Recommendation: On March 28, 2024, the Department of Public Works, Fleet Management Division, in accordance with City Code Chapter 3.56, issued Invitation for Bid No.
B24153311010 for mobile maintenance and repairs for medium and heavy-duty vehicles and equipment. Seven bids were received. Fleet Management recommends awarding the contract to Ray Gaskin Service as the lowest cost, responsive and responsible bidder.
Financial Considerations: Sufficient funds are available in the Department of Public Works, Fleet Management Fiscal Year 2024/2025 operating budget to purchase maintenance and repairs for medium and heavy-duty vehicles and equipment through June 30, 2025. Purchases made after June 30, 2025, are subject to funding availability in the adopted budget of the applicable fiscal year.
Due to the forecasted structural budget gap, the City Manager has directed City departments to minimize costs and for all new contracts to receive an additional level of scrutiny to ensure they are necessary for the operation of the City. This contract has been reviewed and approved by the City Manager’s Office to advance to Council for approval. Funding for the proposed contract beyond FY2024/25 is subject to Council approval.
Local Business Enterprise (LBE): Ray Gaskin Service is an LBE.
Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: CONTRACT NAME: Mobile Services and General Maintenance and Repairs for Medium and Heavy-Duty Vehicles and Equipment CONTRACT PROJECT #: B24153311010 DEPARTMENT: Public Works DIVISION:Fleet Management CITY OF SACRAMENTO GOODS AND NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACTis made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and Ray Gaskin Service 8553 Weyand Ave, Sacramento, CA 95828 916-798-2304 / [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 July 2, 2024. 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 - Technical Specifications 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. Goods and Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the goods, materials, equipment or supplies (“Goods”) and the non-professional services (“Services”) described in Exhibit A (referred to collectively as “Goods and Services”). Contractor will not be compensated for goods, materials, equipment, supplies, or non-professional services outside the scope of Exhibit A (“Additional Goods and Services”) unless, before providing Additional Goods and Services: (a) Contractor notifies City and City agrees that Form Approved by City Attorney 9-1-2020 Page 2
the Additional Goods and Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Goods and Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Goods and 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 “Goods and Services” includes both Goods and Services and Additional Goods and 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 summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (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.
Form Approved by City Attorney 9-1-2020 Page 3
Contractor acknowledges and represents that Contractor has read and understands therequirements 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. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts 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 this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.
Form Approved by City Attorney 9-1-2020 Page 4
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 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 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable 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. [Signature Pages Follow Exhibits] Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1 EXHIBIT A TECHNICAL SPECIFICATIONS 1. Representatives.The CITY Representative for this Agreement is: Bobbie Small / Program Specialist 5730 24th Street, Sacramento, CA 95822 916-808-6711 / [email protected] CONTRACTOR Representative for this Agreement is: David Edwards / Shop Foreman 8553 Weyand Ave., Sacramento, CA 95828 916-798-2304 / [email protected] 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. Scope of Services. Contractor shall provide Goods and Services to City as set forth in Attachment 1 to this Exhibit A.Quantities. The quantities stated in Attachment 1 to this Exhibit A or Exhibit B are only estimates of the City's requirements. Contractor shall furnish Goods and Services at the prices quoted, in accordance with the City's available funds and actual needs as they occur throughout the term of this Contract.The City is not required to purchase all of the Goods and Services listed, or to expend all available funding reflected in Exhibits A or B.Time of Performance. The Goods and Services described in this Contract shall be provided forone year). The City may extend this Contract for up to additional one-year terms, for a maximum five-year term. Contractor shall provide the Goods and Services in accordance with any schedule in Attachment 1 to this Exhibit A.Delivery and Inspection.Delivery. Unless otherwise stated by the City in writing, delivery of Goods shall be made to the City address set forth in Exhibit A. All shipments are Free on Board (F.O.B.)destination with freight prepaid unless otherwise stated.Contractor assumes full responsibility for all transportation scheduling and costs,including costs for containers, packing, handling, and insurance. The City reserves the right Form Approved by City Attorney 9-1-2020 Exhibit A - Page 2 to request and receive a copy of the freight bill of lading on all purchases shipped F.O.B. prepaid and added. Time is of the essence in the delivery. If delivery cannot be made as specified in Exhibit A or as otherwise stated by the City, Contractor shall notify the City immediately to request instructions on how to proceed and shall not make delivery before receipt of instructions. Periods of performance may be extended if, in the sole judgment of the City, the cause of delay justifies an extension. B. Inspections: Goods will be inspected at the destination before acceptance by anauthorized representative of the City for workmanship, appearance, proper functioningof all equipment and systems, and conformance to all other requirements of thisContract. The Goods shall be delivered to City free of any liens or encumbrances.Notwithstanding the requirements for any City inspection and testing at the destinationand except where specialized inspections or testing are specified for performance solelyby the City, Contractor shall perform or have performed the inspections or tests requiredto substantiate that all Goods provided under the Contract conform to the drawings,specifications, and other Contract requirements, including, if applicable, the technicalrequirements for the manufacturer's part number(s) specified.C. Deficiencies: If deficiencies in the Goods are discovered, Contractor shall correct andredeliver the Goods for re-inspection and acceptance. The period for payment and/orcommencement of discount period (if applicable) does not begin until corrective action iscomplete. The cost of storing rejected Goods and the cost for shipping rejected Goodsback to the Contractor or point of origin shall be paid by Contractor.D. Inspection of Facilities: If requested by the City, Contractor shall provide the City withan inspection tour of Contractor's facilities where any Goods will be designed,manufactured, or assembled by Contractor.6. Title/Risk of Loss. Title, ownership, and risk of loss or damage of the Goods remains with theContractor until the Goods are delivered to, inspected, and accepted by the City, except whenthe loss or damage is due to the sole negligence of the City.
Attachment 1 to Exhibit AScope of Services: CONTRACTOR shall provide Mobile Services and General Maintenance and Repairs for Medium and Heavy-Duty 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 jobs/tasks may involve varying levels of effort throughout the term of the Agreement. The need for services may not be continuous during the term. It is understood and agreed by CONTRACTOR that no services at all may be required by the City under this Agreement, in which case, CONTRACTOR shall not receive any compensation. If services 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. Time of Performance: CONTRACTOR shall provide these services for one year beginning on the “Effective Date” of this Agreement. Upon the mutual agreement of the parties, the Agreement may be extended for four additional one-year terms, for a potential five-year term. Extensions must be processed in accordance with the City Code. Technical Specifications: General Requirements a. The CONTRACTOR’s facility shall be a clean and safe working environment. The facility shallcomply with all federal, state and local regulations.b. CONTRACTOR shall provide onsite lubrication and preventative maintenance (PM) of various off-road type vehicles and equipment owned and operated by the City of Sacramento.c. CONTRACTOR shall provide lubrication and preventative maintenance (PM) at various City sites.This includes but is not limited to weekly lubrication of critical lubrication points, scheduled fluidchanges and filter change. Successful CONTRACTOR will also identify and report items requiringmaintenance and repair.d. The CONTRACTOR's facility and/or plant shall have the necessary capacity, machinery and tools,prior to the bid opening to fulfill the City's needs and requirements, as well as CONTRACTOR'scurrent work load. The CONTRACTOR shall demonstrate that they have the ability and capacityto meet the City's needs and requirements prior to the award of contract.e. Authorized representative(s) of the City of Sacramento shall be permitted to inspect theCONTRACTOR’s facility prior to the award of this bid. After the award of the bid, authorizedrepresentative(s) of the City shall be permitted to inspect the CONTRACTOR’s facility on aperiodic 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. f. Availability and timely delivery are critical to the award and maintenance of this agreement.Failure to maintain adequate inventory or provide timely repairs and delivery for itemsrequested shall be grounds for termination. Failure to perform repairs in a timely manner onregular basis will be grounds for termination of this contract.g. All prices quoted on the bid sheet shall include all charges necessary to perform and thecomplete repair, fluids, road testing, pickup and delivery of vehicle back to the City, anyhazardous disposal fees, shop fees and 8.75% sales tax.h. Items and quantities listed on the bid sheet are based on past usage and have constituted someof the items required. Other items will be required. Quantities are subject to increase ordecrease. Bid items are listed for evaluation purposes only. CONTRACTOR will be required tosupply other services/repairs at the same discounts that are offered in the bid.Repair Service Requirements a. CONTRACTOR shall provide onsite lubrication and preventative maintenance (PM) of various off-road type vehicles and equipment owned and operated by the City of Sacramento.b. CONTRACTOR shall provide lubrication and preventative maintenance (PM) at various City sites.This includes but is not limited to weekly lubrication of critical lubrication points, scheduled fluidchanges and filter change. Successful CONTRACTOR will also identify and report items requiringmaintenance and repair.c. The successful CONTRACTOR shall have a minimum of one service truck that is equipped toperform onsite and scheduled preventative maintenance at City sites.d. The successful CONTRACTOR may perform services after 5:00 pm Monday thru Friday ifrequested by the City.e. The successful CONTRACTOR will be responsible for providing all items necessary to performtasks requested including filters, oil lubricants and disposal of all waste oil and shall clean allexcess grease from the equipment and from the ground.f. CONTRACTOR shall have a minimum of five years’ experience performing on site lubrication andmobile services for off road type equipment.g. If additional maintenance or repairs are necessary, authorized City representatives will reviewthe successful CONTRACTOR’s estimates and if it is acceptable to the City, authorization will begiven to start the repair. No repairs will be authorized unless an estimate is generated, approvedand authorization given to perform the repairs.h. If additional repairs are required and cannot be serviced by the CONTRACTOR’s service truck,then the City will tow the vehicle to the CONTRACTOR’s facility if the vehicle is not drivable. The CONTRACTOR must have the ability when necessary to pick up and deliver all vehicles that are drivable. Some vehicles will require a Class B license to drive. i. All repairs shall be warranted for a minimum of 90 days.j. Labor rate quoted on the pricing page shall include road testing and as a minimum, all wages,payroll taxes, fringe benefits, insurance, tools transportation, overhead, profit, and generaladministrative expenses and environmental fees. No other charges, other than costs forreplacement parts will be charged to the City.Parts Requirementsa. All items provided under this agreement shall be first quality items and equal to originalequipment manufacturer (OEM) specifications or better and shall be identical in size, design anda direct replacement for items requested without any modifications to vehicle.b. The parts percentage mark up over net cost quoted on the bid pricing page for bid items shall beapplied to all purchases of like or similar items. The items shown are a sampling of what isrequired by the City. Since various types of equipment are either leased, owned or willsubsequently be purchased by the City, other items will be required. CONTRACTOR musttherefore attach the most current price list(s), if available, listing all exchange transmissions andrelated items available, and the allowed discount(s) from that list for items not indicated.
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1 EXHIBIT B PAYMENT 1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision ofGoods and Services as set forth in Exhibit A, including any authorized reimbursable expenses,shall not exceed the total sum of $ 950,000. The payments specified in this Exhibit B shall be theonly payments made to Contractor unless the City approves a Supplemental Contract.2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and anyapplicable special provisions included in the request for bids or proposals. If there is a conflictbetween Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. 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.4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract,including charges for transportation, fuel, containers, packing, or disposal.5. Price Adjustments for Goods. Unless otherwise stated, prices are maximum for the term ofthe Contract. Price adjustments, if allowed under this Contract, must be requested in writingand accompanied by the required information to substantiate the request for priceadjustment, as set forth in the Contract. Any allowable request for price adjustment must bedelivered to the City at least 30 days before the adjusted prices become effective. No priceadjustment allowable under this Contract will be granted retroactively. The City must also begiven the benefit of any decline in prices. If any price increase is granted by the City, theincrease shall not be greater than 3% from the prior year.6. Purchase Orders. Unless otherwise stated, a purchase order will be issued to the Contractor onbehalf of the City. Purchase orders will cite the quantity of Goods or Services requested, thepurchase amount, and time of performance. If the time of performance of this Contract extendsbeyond the close of the City's fiscal year, another purchase order may be issued. No purchaseorder supersedes any provision of this Contract. Contractor shall not deliver Goods or provideServices until Contractor receives a purchase order or other written notification by the City.7. Payments to Contractor. Contractor is responsible for supplying all documentation necessary toverify invoices to the City’s satisfaction.A. 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 aninvoice is received, whichever occurs later.B. Invoices must be submitted to either of the addresses specified below.(1) Email. Submit email invoices and any attachments to:[email protected] Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (2) Postal Mail. If emailing is not an option, mail to:A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order(7) Contractor’s remit address(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 applicablesales, use, excise, or similar taxes, including federal excise tax, must be itemizedseparately on the invoice. Invoices that do not conform to the format outlined above willbe returned to Contractor for correction. City is not responsible for delays in payment toContractor resulting from Contractor’s failure to comply with the invoice formatdescribed above.E. For Goods only, a bill of lading number and weight of shipment will be shown forshipments on the Government Bill of Lading.F. Unless otherwise specified in this Contract, partial payments will not be made by the Cityand payment will not be due until the completion of the Goods order. No paymentprecludes the City’s right to inspect. Requests for payment status should be addressed tothe City Representative for this Contract.8. Additional Goods and Services. Additional Goods and Services shall be provided only when aSupplemental Contract authorizing the Additional Goods and Services is approved in writing bythe City in accordance with the City’s contract amendment procedures. The City reserves theright to perform any Additional Services with its own staff or to retain other contractors toperform the Additional Services.9. Billing Disputes. The burden of proof shall be on the Contractor to establish the accuracy of itsinvoices. Upon presentation and verification of the information provided by Contractor, the Citywill review all records and make a final determination and present its finding to Contractor.10. Accounting Records of Contractor. During performance of this Contract and for a period of three Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 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. 11. Sales Tax Requirements. The City is not exempt from paying sales tax. Sales tax must be shownon the invoice as a separate line item.12. Use Tax Requirements. On out-of-state purchases, Contractor shall list its Use Tax PermitNumber (if applicable) on the invoice, which authorizes Contractor to charge and collectCalifornia Sales Tax. The Purchase Order will include sales tax, if applicable to the purchase,regardless of whether an out-of-state Contractor collects California State sales tax or not.The City shall pay Use Tax directly to the California Department of Tax and FeeAdministration ("CDTFA") if the out-of-state Contractor is not required to collect CaliforniaSales Tax. During the performance of this Contract, Contractor, for itself, its assignees andsuccessors in interest, agrees as follows:A. Use Tax Direct Payment Permit: For all leases and purchases of tangible personalproperty used to perform the Contract and shipped from outside California, Contractorand any subcontractor(s) leasing or purchasing such tangible personal property shallobtain a Use Tax Direct Payment Permit from the CDTFA in accordance with theapplicable CDTFA criteria and requirements.B. Sellers Permit: For any construction contract and any construction subcontract in theamount of $5,000,000 or more, Contractor and the subcontractor(s) shall obtain sellerspermits from the CDTFA and shall register the jobsite as the place of business for thepurpose of allocating local sales and use tax to the City. Contractor and itssubcontractors shall remit the self-accrued use tax to the CDTFA and shall provide acopy of each remittance to the City.C. The above provisions apply in all instances unless prohibited by the funding source forthe Contract.13. Excise Tax Requirements. The City of Sacramento is exempt from the payment of Federal ExciseTax. An exemption certificate will be submitted to Contractor upon request. If Federal Excise Taxis applicable to the transaction, it must be so stated and excluded from the price.14. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result ofContractor’s compensation hereunder, including estimated taxes, and shall provide CITY withproof 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’sbreach of this section.15. Public Works Requirements.[To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]:
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 ________ Construction work in an amount exceeding $25,000; ________ 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 PublicWork shall comply with the provisions of Sacramento City Code section 3.60.180 andapplicable 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, asdetermined by the Director of the California Department of Industrial Relations (“DIR”) inaccordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliancedocumentation electronically when and as required by CITY. In addition, Labor CodeSection 1771.4 requires the Contractor and any subcontractor performing any PublicWork to furnish electronic payroll records directly to the Labor Commissioner. Contractorshall include these requirements in every subcontract.This Agreement is subject to compliance monitoring and enforcement by the DIR, asspecified in California Labor Code section 1771.4. The Contractor and any subcontractorwill be subject to withholding and penalties for violation of prevailing wage requirementsin accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and1775, and City Code Section 3.60.180. Questions regarding the City’s Labor ComplianceProgram should be directed to the City Representative.B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and allsubcontractors performing Public Works services to be currently registered with the DIR,as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1provides that a contractor or subcontractor shall not be qualified to bid on, be listed in abid proposal (subject to the requirements of Section 4104 of the California Public ContractCode), or engage in the performance of any contract for Public Work, unless currentlyregistered and qualified to perform Public Work in accordance with California Labor CodeSection 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 informationalpurposes and does not in any way affect the Contractor’s and subcontractors’ obligationto comply in all respects with all other applicable laws and regulations. The Contractorshall disseminate these provisions to all subcontractors.
Form Approved by City Attorney 9-1-2020 Exhibit B - Page 5 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 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 Section1861, by signing this Contract, Contractor acknowledges and represents that Contractoris aware of the provisions of section 3700 of the California Labor Code which requiresevery employer to be insured against liability for workers' compensation or to undertakeself-insurance in accordance with the provisions of that code, and that Contractor willcomply with the provisions of the Labor Code before commencing performance underthis Contract.D. Apprentices. If this Contract is for the performance of any Public Work, and the amountof the Contract is $30,000 or more, the Contractor and any subcontractors performingany Public Work under this Contract must comply with and be subject to enforcementunder, 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 theCalifornia Code of Regulations, governing the employment of apprentices. TheContractor and any subcontractors performing Public Work will be subject to penaltiesfor apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractorand any subcontractors performing any Public Work under this Contract must complywith and be subject to enforcement under, the provisions of Sacramento City CodeSection 3.60.180 and California Labor Code Section 1810 et seq., governing the workinghours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliancerequirements are not met, the City will have the right to withhold or reject a paymentrequest and/or invoice, in whole or in part, without in any way relieving Contractor or itssubcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in everysubcontract or sub-agreement for any subcontractors performing work under thisContract.
Attachment 1 to Exhibit B Billable Rates For work authorized by the City in accordance with the terms of this Agreement, CONTRACTOR shall be paid at the rates listed below. GROUP I – Mobile Services – Lubrication and Preventative Maintenance (PM) for Off Road Vehicles and Equipment Description Parts Markup Hourly Labor RateChange engine oil, engine oil filters and lubricate chassis on John Deere 324K and 244K loaders. $ 305.31 Lubricate chassis and bucket, check all fluids and perform safety inspection on John Deere 324K and 244K loaders. $105.00 Hourly labor rate for all repairs beyond PM work specified on items listed above. $110.00 Parts Mark-up Dealer Cost plus 20% Markup GROUP II – Mobile Services – General Maintenance and Repair of Medium and Heavy-Duty Vehicles including Refuse Trucks, Fire Apparatus and Other City Vehicles Description Parts Markup Hourly Labor RateChange engine oil, engine oil filters and lubricate chassis on John Deere 324K and 244K loaders. $175.00 Perform BIT Inspections. $210.00 Parts and labor for complete brake job on rear axle, including 16 ½ x 7 extended service shoes, new springs, S-cam bushings and seals. $942.84 Hourly labor rate for all repairs beyond PM work specified on items listed above $110.00 Parts Mark-up Dealer Cost plus 20% Markup Estimate 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 accordancewith the price discount quoted in the bid. The hourly labor rates and any applicable discounts shall be reflected onall invoices and estimates.b. Prior to the commencement of any work or repairs on City equipment, CONTRACTOR shall provide a written costestimate and schedule to the City for the requested or recommended repairs. Approval from an authorizedrepresentative of the City must be given prior to work being performed and shall be based on the estimated costprovided. If additional work is required, approval from the City must be obtained prior to work being completed. TheCity 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. 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 C INSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for allpremiums that Contractor is required to pay for the insurance coverage described herein shallbe included in the compensation specified under this Contract. No additional compensationwill be provided for Contractor's insurance premiums. Any available insurance proceeds inexcess 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 ofinsurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial GeneralLiability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 onan occurrence basis for bodily injury, including death, of one or more persons, propertydamage, and personal injury, arising out of activities performed by or on behalf of theContractor and subcontractors, products and completed operations of Contractor andsubcontractors, and premises owned, leased, or used by Contractor and subcontractors, withlimits of not less than one million dollars ($1,000,000) per occurrence. The policy shall providecontractual liability and products and completed operations coverage for the term of thepolicy.The City, its officials, employees and volunteers shall be covered by policy terms orendorsement 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 byContractor and subcontractors.3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check theapplicable 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 acombination of primary and umbrella or excess insurance coverage, provided that any umbrellaor excess insurance contains, or is endorsed to contain, a provision that it will apply on a primarybasis for the benefit of the City, and any insurance or self-insurance maintained by City, itsofficials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverageand will not contribute to it.5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check theapplicable 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, Contractor certifies 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 followingprovisions:A. Contractor's insurance coverage, including excess insurance, shall be primaryinsurance as respects the City, its officials, employees and volunteers. Any insuranceor self-insurance maintained by the City, its officials, employees or volunteers will bein 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 coverageprovided 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 ormaterial change in the policy language or terms.7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of notless than A:VI. Self-insured retentions, policy terms or other variations that do not comply withthe requirements of this Exhibit C must be declared to and approved by the City in writingbefore execution of this Contract.8. Verification of Coverage.A. Contractor shall furnish City with certificates and required endorsements evidencing theinsurance required. Certificates of insurance must be signed by an authorizedrepresentative of the insurance carrier. Copies of policies shall be delivered to the CityRepresentative on demand.B. Contractor shall send all insurance certificates and endorsements, including policyrenewals, during the term of this Contract directly to:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564C. Certificate Holder must be listed as:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564D. 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 thisContract. 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 subcontractorsmaintain insurance coverage that meets the minimum scope and limits of insurance coveragespecified in this Exhibit C.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1 EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractor’s employees) is anindependent contractor and that no relationship of employer-employee exists betweenthe parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’sassigned 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 toContractor under the provisions of this Contract, and Contractor will be issued a Form1099 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 againstCITY 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 asubstitute therefor exists for any purpose whatsoever by reason of this Contract or byreason of the nature and/or performance under this Contract.B. It is further understood and agreed by the parties that Contractor, in the performance ofits obligations, is subject to the City’s control and direction as to the designation of tasksto be performed and the results to be accomplished under this Contract, but not as to themeans, methods, or sequence used by Contractor for accomplishing the results. To theextent 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 theContractor’s sole discretion based on the Contractor’s determination that the use willpromote 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 thisContract. As used in this Contract, "sole discretion" or "sole judgment" means that theparty authorized to exercise its discretion or judgment may do so based on an unfetteredassessment of its own interests, without considering how its decision affects the otherparty, 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 controlof Contractor. Except as otherwise provided in this Contract, all terms of employment,including hours, wages, working conditions, discipline, hiring, and discharging, or anyother 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 forincome and employment tax purposes for all Contractor’s assigned personnel andsubcontractors.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 additionalpersons 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 shallmaintain 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 topractice its profession or fulfill the terms of this Contract, including a City Business OperationsTax 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 thenecessary 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 anycause, 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’spersonnel have no authority, express or implied, to act on behalf of City in any capacitywhatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, expressor 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 theCity’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 suchinterest will be employed by it as an officer, employee, agent or subcontractor, without the City’swritten consent.Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest withthe City’s interests during the performance of this Contract. If Contractor is or employs a formerofficer or employee of the City, Contractor and any former City officer or employee shall complywith the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances beforethe 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 ashazardous or toxic under any law, regulation, rule, order, decree, or other governmentalrequirement 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 HazardousSubstances to each City location receiving the Hazardous Substances. If the content of an SDSis revised, Contractor must provide a revised SDS to each City location receiving HazardousSubstances.7. Confidentiality of City Information. During performance of this Contract, Contractor may gainaccess 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 othervital 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 furtheragrees 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 allinformation prepared, produced, or provided by Contractor under this Contract. In thisContract, 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, computermodels, and any other computerized data and every other means of recording any formof information, communications, or representation, including letters, works, pictures,drawings, sounds, or symbols, or any combination thereof. Contractor shall not beresponsible for any unauthorized modification or use of such information for other thanits intended purpose by City.B. Contractor shall fully defend, indemnify and hold harmless City, its officers andemployees, and each of them, from and against any and all claims, actions, lawsuits orother proceedings alleging that all or any part of the information prepared, produced, orprovided by Contractor under this Contract infringes upon any third party’s trademark,trade name, copyright, patent or other intellectual property rights. City shall makereasonable efforts to notify Contractor not later than ten days after City is served withany such claim, action, lawsuit or other proceeding. However, City’s failure to providenotice 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’sperformance, will be disclosed upon receipt of a request for disclosure, in accordancewith the California Public Records Act; provided, however, that, if any information is setapart and clearly marked “trade secret” when it is provided to City, City shall give noticeto Contractor of any request for the disclosure of such information. The Contractor willthen have five days from the date it receives notice to petition the court for a protectiveorder to prevent the disclosure of the information. The Contractor shall have soleresponsibility 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 noticeprovided by City and seek a protective order, in accordance with the provisions ofsubsection C, above, constitutes a complete waiver by Contractor of any rights regardingthe information designated “trade secret” by Contractor, and the information will bedisclosed 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 anycondition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligationsto the City under this Contract.10. Standard of Performance. Contractor shall perform in the manner and according to thestandards currently observed by a competent practitioner of Contractor’s profession in Californiaand in compliance with all requirements of this Contract. All products that Contractor deliversto City under this Contract must be prepared in a professional manner and conform to thestandards of quality normally observed by a person currently practicing in Contractor’sprofession.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 performunder this Contract, before any performance by the new staff member. If the City, in its solediscretion, determines that any person assigned by the Contractor to perform under this Contractis not performing in accordance with the standards required herein, City shall provide notice toContractor. 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 notbe construed as either acceptance of additional or different terms and conditions or acounteroffer by the Contractor, nor will the City's subsequent performance be viewed asacceptance of any provision of the Uniform Commercial Code, as adopted by any State, that iscontrary to the terms and conditions contained herein. Contractor's performance shallconform to the applicable requirements of the Sacramento City Charter, Sacramento CityCode, and all applicable State and Federal laws, and all the requirements of this Contract. TheCalifornia 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 partieshave fully performed their respective obligations under this Contract, unless soonerterminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, inwhole 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 writtennotice of termination to Contractor. Upon receipt of such notice, Contractor shallimmediately cease performance under this Contract as specified in the notice. If the Cityterminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver allinformation prepared under this Contract to the City.(2) The City shall pay Contractor the reasonable value of Goods or Services providedby Contractor before termination; provided, however, City shall not in any mannerbe liable for lost profits that might have been made by Contractor had theContract not been terminated or had Contractor completed performance requiredby this Contract. Contractor shall furnish to the City any financial informationrequested by the City to determine the reasonable value of the Goods or Servicesprovided by Contractor. The foregoing is cumulative and does not affect any rightor 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 procurethe Goods or Services from other sources and deduct from any monies due, or that maythereafter 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 theCity will be considered the prevailing market price at the time such purchase is made.15. Guarantee and Warranty. Contractor assumes design responsibility and warrants thearticles to be free from design defect and suitable for the purposes intended by City. If it isdetermined by the City that the Goods and Services do not meet the minimumrequirements of this Contract, the Contractor shall correct the same at Contractor's soleexpense.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 theContractor gives to any customer for the Goods and Services and that the rightsand remedies provided herein are in addition to and do not limit any rights affordedto 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 merchantabilityand warranty of fitness for a particular purpose will remain in full force and effect andinure to the City's benefit. City reserves all rights and remedies provided by law forbreach 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 andemployees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every typeand description, whether arising on or off the site of the work or services performedunder this Contract, including, any fees and costs reasonably incurred by City’s staffattorneys or outside attorneys and any fees and expenses incurred in enforcing thisprovision (hereafter collectively referred to as “Liabilities”), including Liabilities forpersonal injury or death, damage to personal, real or intellectual property, damage to theenvironment, 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 byContractor, any subcontractor (including lower-tier subcontractors) or agent ofContractor, their respective officers and employees, and anyone else for whose acts oromissions any of them may be liable, whether or not the Liabilities (1) are caused in partby a party indemnified hereunder, or (ii) are litigated, settled or reduced to judgment;provided that the foregoing indemnity does not apply to liability for any damages fordeath 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 indesign furnished by, City, its agents, servants, or independent contractors who aredirectly responsible to City, except when such agents, servants, or independentcontractors 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 ofany of the insurance policies or coverages described in this Contract does not affect orlimit any of City’s rights under this section, nor do the limits of any insurance limit theliability of Contractor hereunder. This section will not apply to any intellectual propertyclaims, 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 thisContract.17. Funding Availability.A. This Contract is subject to the budget and fiscal provisions of the Charter and theSacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of fundsappropriated 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,its assignees and successors in interest, agrees as follows:
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 A. Compliance With Regulations: Contractor shall comply with all state, local, and federalanti-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 CFRChapter 60), referred to collectively as the “Regulations.”B. Nondiscrimination: Contractor, with regards to the work performed by it after awardand before completion of the work under this Contract, shall not discriminate on theground of race, color, religion, sex, national origin, age, marital status, physical handicapor sexual orientation in selection and retention of subcontractors, including procurementof materials and leases of equipment. Contractor shall not participate either directly orindirectly in discrimination prohibited by the Regulations.C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: Inall solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials orequipment, each potential subcontractor or supplier shall be notified by Contractor ofContractor’s obligation under this Contract and the Regulations relative tonondiscrimination on the ground of race, color, religion, sex, national origin, age, maritalstatus, physical handicap or sexual orientation.D. Information and Reports: Contractor shall provide all information and reports required bythe 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 asmay be determined by the City to be pertinent to ascertain compliance with theRegulations, orders and instructions. Where any information required of Contractor is inthe 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 thenondiscrimination provisions of this Contract, the City shall impose any sanctions itdetermines are appropriate including:(1) Withholding of payments to Contractor under this Contract until Contractorcomplies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: Contractor shall include the provisions of subsections Athrough E, above, in every subcontract, including procurement of materials and leases ofequipment, unless exempted by the Regulations, or by any order or instructions issuedpursuant thereto. The City may direct Contractor to take specific actions to enforce theseprovisions, including sanctions for noncompliance; provided, however, that if Contractorbecomes involved in, or is threatened with, litigation with a subcontractor or supplier asa result of such direction, Contractor may request that the City join such litigation toprotect 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 writtenunderstanding they may have had before the execution of this Contract. No alteration to theterms of this Contract shall be valid unless approved in writing by Contractor, and by City, inaccordance with applicable provisions of the Sacramento City Code.20. Modification of Contract. The Contractor shall take no direction from any City employee thatchanges the executed terms and conditions of the Contract, including Exhibit A, or any changethat impacts the cost, price, or schedule, before receiving a written, signed modification to theContract.21. Severability. If a court with jurisdiction rules that any portion of this Contract or its applicationto any person or circumstance is invalid or unenforceable, the remainder of this Contract will notbe affected thereby and will remain valid and enforceable as written, to the greatest extentpermitted by law.22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiverby either party of any default, breach or condition precedent, will be construed as a waiver ofany provision of this Contract, nor as a waiver of any other default, breach or condition precedentor any other right hereunder. No waiver will be effective unless it is in writing and signed by thewaiving party.23. Governing Law. This Contract shall be governed, construed and enforced in accordance with thelaws of the State of California, except that the rule of interpretation in California Civil Codesection 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusivelyin the state trial court or Federal District Court located in Sacramento County in the State ofCalifornia, and the parties consent to jurisdiction over their persons and over the subject matterof 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 considerationsfor this Contract. City has a strong interest in the qualifications and capability of the persons andentities that will fulfill the obligations imposed on Contractor under this Agreement. Inrecognition of this interest, Contractor shall not assign any right or obligation pursuant to thisContract without the written consent of the City. Any attempted or purported assignmentwithout City’s written consent shall be void and of no effect.25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors andassigns of the parties, subject to the provisions of Section 24, above.26. Compliance with Laws. The Contractor shall be responsible for strict compliance with allapplicable laws, regulations, court orders and other legal requirements applicable to the work tobe accomplished under the Contract, including the California Occupational Safety and Health Actand all applicable safety orders issued by the Division of Occupational Safety and Health,Department of Industrial Relations, State of California, and all applicable requirements ofUnderwriters Laboratories and the Federal Communication Commission.
Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9
27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in itsability to contract with certain parties that are debarred, suspended, or otherwiseexcluded or ineligible for participating in Federal assistance programs or activities. Bysigning this Agreement, CONTRACTOR warrants and certifies under penalty of perjuryunder 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 withmanagement responsibility or responsibility for the administration of federal funds:(1) Is not presently debarred, suspended, proposed for debarment, declaredineligible, or voluntarily excluded from covered transactions by any federal or statedepartment/agency;(2) Has not within a three-year period preceding this certification been convicted ofor had a civil judgment rendered against it for: commission of fraud or a criminal offensein connection with obtaining, attempting to obtain, or performing a public transaction orcontract (federal, state, or local); violation of federal or state antitrust statutes; orcommission of embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, receiving stolen property, or other criminal felony;(3) Is not presently indicted for or otherwise criminally or civilly charged by agovernmental entity (federal, state, or local) with commission of any of the offensesenumerated in paragraph (b) above; or(4) Has not, within a three-year period preceding this certification, had one or morepublic 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 theliability remains unsatisfied. Federal taxes are considered delinquent if the tax liability hasbeen 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 anytransaction with any subcontractor, material supplier, or vendor who is debarred, suspended,declared ineligible, or voluntarily excluded from covered transactions by any federal or statedepartment/agency. Any exceptions to the warranties and certifications in this Section must bedisclosed to the City.C. Exceptions will not necessarily result in denial of recommendation for award, but will beconsidered in determining Contractor’s responsibility. Disclosures must indicate to whomexceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusionsmaintained by the General Services Administration for eligibility, prior to the execution of thisAgreement. The CONTRACTOR shall provide immediate written notice to the City if, at any timeprior to execution, the CONTRACTOR learns this certification is erroneous or has becomeerroneous by reason of changed circumstances. If it is later determined that the Contractor’swarranties and certification in this Section were erroneous, the City may terminate thisAgreement 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 ManagerATTEST:______City ClerkAPPROVED AS TO FORM:______City AttorneyAttachmentsExhibit 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