City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01463 9/9/2025
Contract: BMW Motorcycle Original Equipment Manufacturer (OEM) Parts and Repairs [Two- Thirds Vote Required]
File ID: 2025-01463
Location: Citywide
Recommendation: Pass a Motion by two-thirds: 1) suspending competitive bidding in the best interest of the City for the purchase of BMW Motorcycle Original Equipment Manufacturer (OEM) Parts and Repairs; 2) awarding an five-year contract to A&S Motorcycle Parts, Inc. in an amount not to exceed $650,000; and 3) authorizing the Interim City Manager or designee to execute the contract specified above provided that sufficient funds are available in the adopted budget for the applicable fiscal years.
Contact: Stacey Chatman, Program Specialist, (916) 808-6711; Alison Kerstetter, Fleet Manager, (916) 808-1163, 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 requirement to purchase BMW Motorcycle Original Equipment Manufacturer (OEM) parts and repairs for the City’s fleet. The City has standardized on BMW Motorcycles for the Police Department Fleet.
To service and repair these motorcycles an authorized dealer must be utilized. There are no authorized dealers within the City and only one authorized dealer within the surrounding area. To meet service and repair needs for existing fleet the Department is seeking to suspend competitive bidding and award a five year contract to the closest authorized dealer.
Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.56 which authorizes City Council to suspend competitive bidding when, upon a two-thirds vote, it is determined that it is the best interest of the City to do so.
File ID: 2025-01463 9/9/2025
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 services and are not considered to be a project in accordance with Section 15378(b)(2) of the California Environmental Quality Act guidelines.
Sustainability: Not applicable.
Commission/Committee Action: None.
Rationale for Recommendation: The Department of Public Works, Fleet Management Division has completed extensive research to find an authorized BMW Motorcycle service center to issue parts and complete repairs for the BMW Motorcycle fleet within the City. Authorized service centers are trained by manufacturers to provide parts and repairs for the specific brand of vehicles or equipment.
This is especially important as the warranty stays intact when authorized service centers complete repairs and services. The Department has previously solicited bids for service and repair of BMW motorcycles and it has typically yielded only one bidder, A&S Motorcycle Parts, Inc. Upon preparing for a new contract this year research was conducted through BMW and A&S Motorcycle Parts, Inc is the only authorized dealer within a reasonable distance. The next closest location is in Concord.
A&S Motorcycle Parts, Inc. is the only authorized dealer within a 20-mile radius of the City. Fleet Management recommends awarding the contract to A&S Motorcycle Parts, Inc. as they are the closest authorized dealer.
Financial Considerations: Sufficient funding exists in the Department of Public Works Fiscal Year (FY) 2025/26 operating budget (Fleet Fund, Fund 6501) to purchase BMW Motorcycle OEM parts and repairs through June 30, 2026. Purchases made after June 30, 2026, are subject to funding availability in the adopted budget of the applicable fiscal year.
The recommended contract amount of $650,000 reflects the amount anticipated to be expended over the five-year contract period.
Local Business Enterprise (LBE): A&S Motorcycle Parts, Inc. is not an LBE vendor. The minimum LBE participation requirement was waived by the Director of Public Works. Staff conducted an extensive search within the local area and found one authorized service center within a 20-mile radius.
CONTRACT #:CONTRACT NAME: BMW Motorcycle OEM Parts and Services PROJECT: NOT-TO-EXCEED AMOUNT: $0,000AGREEMENT TERM: 9/1/25-8/31/30 SOLICITATION: Sole Source Supplier AUTHORIZED RENEWALS: Not Applicable LBE (Y/N): NDEPARTMENT/DIVISION: Public Works / Fleet Management CITY OF SACRAMENTO GOODS AND NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and A&S Motorcycle1125 Orlando Ave, Roseville, CA 95661 916-726-7334 / randy2ascycles.comontractoras of the Effective Date, as defined below. The City and Contractor agree as follows: 1.Effective Date. This Contract shall be effective beginning September 1, 2025.2.Contract Documents. This Contract includes each of the following documents, which areattached or incorporated by this reference :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, Contractorshall provide to City the -described in Exhibit A .Contractor will not be compensated for goods, materials, equipment, supplies, or non-professional services outside the scope of Exhibit A unless,before providing Additional Goods and Services: (a) Contractor notifies City and City agrees thatthe Additional Goods and Services are outside the scope of Exhibit A; (b) Contractor estimatesthe additional compensation required for these Additional Goods and Services; and (c) City, after Form Approved by City Attorney 2-10-2025 Page 2
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. 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 shallfurnish to Contractor only the facilities and equipment listed below, if any.6.Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coveragedescribed in the attached Exhibit C.7.General Conditions. Contractor shall comply with the terms and conditions set forth in theattached Exhibit D.8.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode 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 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 ofall 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 therequirements and shall fully comply with all applicable requirements of Sacramento City Code Form Approved by City Attorney 2-10-2025 Page 3
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 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. 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 3.64. If requested by City, Contractor shall promptly provide any documents and Form Approved by City Attorney 2-10-2025 Page 4
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 3.64 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.64. Contractor's violation of Sacramento City Code chapter 3.64 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 orshe has read, understands, and agrees to all the Contract terms and is fully authorized to sign thisContract on behalf of the Contractor and to bind the Contractor to the performance of the obligations.[Signature Pages Follow Exhibits] Form Approved by City Attorney 2-10-2025 Exhibit A - Page 1 EXHIBIT A TECHNICAL SPECIFICATIONS 1. Representatives.The CITY Representative for this Agreement is: Stacey Chatman, Program Specialist 5730 24th St, Sacramento, CA 95822 916-808-6711 / [email protected] CONTRACTOR Representative for this Agreement is: Randy Felice, 1125 Orlando Ave, Roseville, CA 95661 916-726-7334 / [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. 2. Scope of Services. Contractor shall provide Goods and Services to City as set forth inAttachment 1 to this Exhibit A.3. Quantities. The quantities stated in Attachment 1 to this Exhibit A or Exhibit B are onlyestimates of the City's requirements. Contractor shall furnish Goods and Services at theprices quoted, in accordance with the City's available funds and actual needs as they occurthroughout the term of this Contract.The City is not required to purchase all of the Goods and Services listed, or to expend allavailable funding reflected in Exhibits A or B.4. Time of Performance. The Goods and Services described in this Contract shall be provided forfive years). Contractor shall provide the Goods and Services in accordance with any schedule inAttachment 1 to this Exhibit A.5. Delivery and Inspection.A. Delivery. Unless otherwise stated by the City in writing, delivery of Goods shall be madeto 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 rightto request and receive a copy of the freight bill of lading on all purchases shipped F.O.B.prepaid and added.
Form Approved by City Attorney 2-10-2025 Exhibit A - Page 2 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 destination and except where specialized inspections or testing are specified for performance solely by the City, Contractor shall perform or have performed the inspections or tests required to substantiate that all Goods provided under the Contract conform to the drawings, specifications, and other Contract requirements, including, if applicable, the technical requirements 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 A Scope of Services: CONTRACTOR shall provide BMW Original Equipment Manufacturer (OEM) parts and repairs for City motorcycles -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. Technical Specifications: General Requirements a. The facility shall be a clean and safe working environment. The facility shallcomply with all federal, state, and local regulations.b. The CONTRACTOR shall be an established and factory authorized Original EquipmentManufacturer (OEM) parts dealer and/or service center for BMW Motorcycle products.c. All Items provided under this agreement shall comply with all applicable Federal, State and localregulations including State of California Motor Vehicle Code, if applicable.d. Authorized representative(s) of the City of Sacramento shall be permitted to inspect thefacility prior to the award of this bid. After the award of the bid, authorizedrepresentative(s) of the City shall be permitted to inspect the facility on a periodicbasis. 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 thisagreement.e. The CONTRACTOR is required to maintain the minimum levels of information to assure that thecorrect and most current parts are used in service repairs, while providing the necessary technicalsupport information.f. The CONTRACTOR is required to maintain the required levels of mechanical and electronic toolsfor the service levels and products for which they are certified.Repair Service Requirements a. The quoted labor rate will be used to perform all repairs and all parts used for repairs shall bepriced in accordance with the price discount quoted in the bid. The hourly labor rates and anyapplicable discounts shall be reflected on all invoices. b. Prior to the commencement of any work or repairs on City equipment, CONTRACTOR shall providea 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 beingperformed 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 beresponsible for the costs associated with any unauthorized repairs.c. All work shall be inspected by a representative of the City for proper completion and correctionof the reported concerns. If it is determined that the concerns are not properly addressed; or thequality of work is unacceptable, the vendor shall, at their expense, make the necessarycorrections.Parts Requirements a. All items provided under this agreement shall be original equipment manufacturer (OEM) line ofreplacement parts. All items provided under this agreement shall be equivalent in function andworkmanship to the parts originally supplied on the vehicle(s) unless superseded by thevehicle/equipment manufacturer. No generic parts shall be supplied.b. The CONTRACTOR shall maintain adequate local inventory of popular items and items regularlystocked by the City, to meet the City's emergency needs. Emergency needs shall be deliveredwithin three (3) hours of order; or shipped within the same business day if available and vendor'sinventory location is not within the greater Sacramento region. Stock orders shall be deliveredwithin two (2) working days of order, if available, from the manufacturer. Back orders shall befilled within four (4) working days. The City shall be notified of all back-orders.a. Currently, some parts must be shipped from Germany and may require a longer lead time.A&S Motorcycle Parts, Inc. will communicate this information to the City in theseinstances.c. If the CONTRACTOR does not have the required part(s) in stock, CONTRACTOR personnel shalldetermine 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 determinethat the bidder does not "maintain adequate inventory" and may terminate this agreement.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 fortermination.e. The CONTRACTOR agrees to accept the return of unused and undamaged items purchasedthrough 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 productsand/or services listed herein from another supplier.
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 1 EXHIBIT B PAYMENT ContractorThe 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 $ 0,000. The payments specified in this Exhibit B shall be theonly payments 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 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.ContractorReimbursable 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.Price Adjustments for Goods. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the City at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The City must also be given the benefit of any decline in prices. If any price increase is granted by the City, the increase shall not be greater than 3% from the prior year.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.Payments to Contractor. Contractor is responsible for supplying all documentation necessary toPayment 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 paymentdiscounts will be computed from the date of acceptance by the City, or from the date aninvoice 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] Form Approved by City Attorney 2-10-2025 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)(3) Contractor(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order(7) Contractor(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 Contractordescribed 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 paymentd 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 byright 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 2-10-2025 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, and records of 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 ofContractorproof 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 Contractorbreach 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 2-10-2025 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 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 3.60.040 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 inaccordance with California Labor Code section 1773. Contractor and every subcontractorshall 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, 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 3.60.040Program 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.-Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractorto comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors.
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 5 Before the performance of work by Contractor or any subcontractor(s) under this current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein. C.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 3.60.050, 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 3.60.040 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 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. Description Hourly Labor Rate Year 1 Year 2 Year 3 Year 4 Year 5 Labor Rate for BMW Motorcycle OEM Repairs and Services $210.00 $217.35 $224.96 $232.83 $240.98 Parts Pricing BMW Motorcycle OEM Parts and Materials (For Repair or OTC Orders) MSRP Estimate and Invoice Requirements 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. 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. To ensure prompt payment, the Contractor shall submit invoices for services rendered or goods delivered to the City in accordance with the terms of the contract, including all exhibits and attachments. The City shall not be obligated to pay any invoice submitted by the Contractor more than one hundred eighty (180) days after the date the services were rendered or goods delivered, or more than ninety (90) days after the termination of the agreement, whichever occurs first. To facilitate full and timely payment, the Contractor must submit invoices no later than the tenth (10th) day of each month to [email protected].
Form Approved by City Attorney 2-10-2025 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. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 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. If a general aggregate limit applies, either the general aggregate limit shall applyseparately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the requiredoccurrence limit.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: activities performed by or on behalf of Contractor and subcontractors; products and completed operations 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 theapplicable provision.)_X_ Automobile Liability Insurance is required 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. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.
Form Approved by City Attorney 2-10-2025 Exhibit C - Page 2 ___ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: 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 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- 4.Excess Insurance. The CONTRACTOR may use Umbrella or Excess Policies to meet the requiredliability limits. This form of insurance will be acceptable provided that any umbrella or excesspolicies provide all of the insurance coverages required and meet the other requirements for theprimary policies as set forth in this Agreement. Umbrella and/or Excess policies shall be providedoverage at least as broad as providedin the underlying primary policy.Umbrella or excess policies shall contain, or be endorsed to provide that the City, its officials, employees, and volunteers shall be covered as additional insureds, as well as a provision that it will apply on a primary basis for the benefit of the City. 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. No insurance or self-insurance maintained by the City that applies to a loss covered herein, whether Primary or Excess, and which also applies to a loss covered hereunder, shall be called upon to contribute to a loss until ess liability policies are exhausted. 5. (Check theapplicable provision.)_X_ 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 ___ ontractor certifies as follows: 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 Form Approved by City Attorney 2-10-2025 Exhibit C - Page 3
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 primary and non-contributory insurance as respects the City, its officials, employees and volunteers.Any insurance or self-insurance maintained by the City, its officials, employees orvolunteers 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 coverageprovided to the City, its officials, employees or volunteers.C. Coverage shall state that Contractor's insurance applies separately to each insuredagainst whom claim is made or suit is brought, except with respect to the limits of theinsurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation ormaterial change in the policy language or terms.7.Waiver of Subrogation. CONTRACTOR hereby grants to City a waiver of any right to subrogationwhich any insurer may acquire against the City by virtue of the payment of any loss under suchinsurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affectthis waiver of subrogation, but this provision applies regardless of whether or not the City hasreceived a waiver of subrogation endorsement from an insurer.8.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.9.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 Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 Form Approved by City Attorney 2-10-2025 Exhibit C - Page 4 C. 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.10.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 2-10-2025 Exhibit D - Page 1 EXHIBIT DGENERAL CONDITIONS 1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractorindependent contractor and that no relationship of employer-employee exists betweenthe parties hereto for any purpose whatsoever. Neither Contractor nor Contractorassigned personnel will be entitled to any benefits payable to CITY employees. CITY is notrequired 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 agreesto indemnify and hold CITY harmless from any and all claims that may be made againstCITY based upon any contention by any of Contractorincluding 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 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 theContractorContractorthe use willpromote Contractorelsewhere 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 Contractorsubcontractors.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 of 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 consideredin default of this Contractcause, 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 Contractorpersonnel have no authority, express or implied, to act on behalf of City in any capacitywhatsoever as an agent. Contractor and Contractoror 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 or that would in any way hinder Contractorunder 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 written consent.Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the 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 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 otherspecial 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 2-10-2025 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the 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 Contractmeans 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 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 proceedingnotice 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 ContractorCity or in connection with 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 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 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 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 immediately notify 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 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 Contractorprofession. 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 Contractorunder 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 a declared 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, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption 13. 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 Contractorwhole or in part, by giving a written notice of suspension to Contractor. Upon receipt of
Form Approved by City Attorney 2-10-2025 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 this Contract 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 Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract 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 2-10-2025 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, costs 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 Cityattorneys or outside attorneys and any fees and expenses incurred in enforcing this provisifor 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 or omissions any of them may be liable, whether or not the Liabilities (1) 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 any 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 does not affect or limit any of Citysection, nor do 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. 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, its assignees and successors in interest, agrees as follows:
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 7 A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled ,12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR 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 ContractorContract 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 the Regulations, 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 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 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 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 exceptions apply, the initiating agency, and dates of action. D. 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 warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.