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 CITY OF REDWOOD CITY, CALIFORNIA REQUEST FOR PROPOSAL (RFP) FOR WASTEWATER UTILITY SYSTEM ‐ PUMP MAINTENANCE AND REPAIRS SERVICES ISSUED ON: TBD, 2012 PROPOSALS DUE: TBD, 2012, AT 3:00PM DELIVER PROPOSALS TO: Public Works Division 1400 Broadway Redwood City, CA 94063‐2505 CONTACT: Russell Narahara, Management Analyst (650) 780‐7475 RNarahara@redwoodcity.org SECTION I. NOTICE INVITING PROPOSALS The City of Redwood City is seeking proposals from firms experienced and certified to provide preventative maintenance, repair, and replacement services for I.T.T. Flygt pumps. It is the City’s intent to enter into a three‐year sole source repair services agreement with the selected firm with an option to extend the contract for two additional one‐year periods provided that service and pricing remain acceptable to the City. SECTION II. BACKGROUND Over the years, the City of Redwood City’s Public Works Division has standardized its fleet of pumps for the sanitary sewer system using ITT Flygt submersible pumps. These pumps have proven to be the most durable and reliable pumps for the City’s sewer system. A standardized system allows for a small, dedicated inventory of parts for the pumps, rather than stocking parts for a variety of pump manufacturers, and allows the Utility Specialist assigned to the sanitary sewer system to be familiar with the workings and unique characteristics of these pumps. The City of Redwood City’s sewer collection system serves approximately 25,600 customers and includes 280 miles of sewer main line and 31 sewer lift stations. All 31 sewer lift stations use I.T.T Flygt pumps with a variety of ages, sizes, and types in operation. Types of I.T.T. Flygt Sewer System Pumps currently in service include: CP Flygt Submersible Pump 3085 CP Flygt Submersible Pump 3170 CP Flygt Submersible Pump 3102 CP Flygt Submersible Pump 3171 CP Flygt Submersible Pump 3127 CP Flygt Submersible Pump 3231 CP Flygt Submersible Pump 3152 The City of Redwood City’s storm water drainage system consists of 17 pump stations, 2,685 storm drain catch basins, inlets, and siphons, over 100 miles of storm drain pipe, 150 acres of storm retention basin in Redwood Shores (lagoons), 82 open culverts and over 10 miles of creeks, drain ditches and canals. The City’s storm water drainage system is moving toward standardizing its fleet of pumps using ITT Flygt submersible pumps. Currently, there are 8 storm system pump stations that use I.T.T. Flygt pumps with a variety of ages, sizes, and types in operation. Types of I.T.T. Flygt Storm System Pumps currently in service include: CP Flygt Submersible Pump 3102 CP Flygt Submersible Pump 3170 CP Flygt Submersible Pump 3127 CP Flygt Submersible Pump 3300 CP Flygt Submersible Pump 3152 CP Flygt Submersible Pump 4640 CP Flygt Submersible Pump 3153 Page 2 of 24 SECTION III. TIMELINE Action Date RFP Issued Tuesday, TBD Deadline for questions / clarifications Monday, TBD at 1:00pm PST Answers to questions released By TBD RFP Submittal Deadline, i.e. “Due Date” Wednesday, TBD at 3:00pm PST Contract Award Month of TBD 2012 Notice to Proceed Month of TBD 2012 SECTION IV. SCOPE OF SERVICES A. Preventative Maintenance Preventative maintenance will be conducted consistent with good industrial practices to minimize the likelihood of equipment failure and maximize the reliability of the I.T.T. Flygt pumps. Preventative maintenance shall include, but not be limited to: Check oil levels Inspect volute Inspect for water in oil Inspect cable entry Change oil Inspect O‐Rings Inspect bearings for noise and vibration Inspect mechanical seals Inspect for damaged cable Inspect bearings Inspect impeller Inspect rotor/stator Inspect wear rings Preventative maintenance will be conducted on an annual basis at the 31 sewer system pump stations and 8 storm system pump stations. B. Repair and Replacement of Parts or Equipment i. Contractor is responsible for removing / pulling pumps. Contractor to supply all needed equipment for removing / pulling pumps, transport of pumps for repair, and return delivery / installation of pumps. ii. Complete disassemble and inspection of pumps within 8 business days, or a reasonable timeframe agreed to by the City, of pulling pump from service. iii. After removing and inspecting the pump, the Contractor will provide an inspection report to the City representative (usually the Utilities Specialist assigned to the sewer system or the Utilities Specialist assigned to the storm system). The inspection report will include a detailed justification of the proposed repair or replacement and an itemized summary of all costs involved. Page 3 of 24 iv. The Public Works Division’s policy regarding pump repair / rebuild versus pump replacement is to replace the pump if the repair / rebuild is 50% or more of the replacement cost. v. All work performed by the Contractor must conform to the following requirements: a. Straighten and balance impeller b. Sandblast and epoxy coat inside and outside of column pump c. Reassemble pump d. Polish and straighten shafting to .0005 per foot / total indicated run out not to exceed .002 per inch e. Check all aligning registers f. Dynamic balance impeller g. Replace bearings and seals vi. When required, replace the following parts: a. 416 SS Line b. 416 SS Line Shaft c. 416 SS Head Shaft d. Bronze Suction Bowl Bearing e. Bronze Lower Bowl Bearing f. Bronze Upper Bowl Bearing g. Oil Tube Line Shaft Bearing h. Top Oil Tube Tension Bearings i. Shaft Lip Seal vii. All replacement parts must meet manufacturer’s specifications. viii. Major parts such as bowls and impellers must be same as pump manufacturer. ix. All nuts and bolts to be 316 SS (stainless steel). x. The City retains the right to inspect pumps during disassemble and inspection, and to inspect any and all replaced parts. xi. Disposal of parts or equipment shall be included in the rates listed in the submitted Proposal. C. Emergency Response The Contractor will provide emergency response for the City’s sewer and storm system pump stations on a 24 hour a day, 7 days per week (including holiday) “24/7” basis. The Contractor will maintain a single, local telephone where an on‐call technician can be reached at all times (24/7). The telephone number will be made available to all persons designated by the City. Page 4 of 24 The Contractor will be required to respond within 3 hours of being notified of the emergency. Upon arrival at the location of the emergency, the Contractor will proceed at the direction of the City. Compensation for emergency response will be paid on a time and materials basis in accordance with the quoted costs in the submitted Proposal. The City will require a 24 hour replacement upon demand for any I.T.T. Flygt submersible pump. All replacement parts must meet manufacturer’s specifications. Major parts such as volutes and impellers must be those of the pump manufacturer. D. Annual Preventative Maintenance Report Upon completion of the annual preventative maintenance at all of the sewer and storm system pump stations with I.T.T. Flygt pumps, the Contractor will submit a computer generated report to the City. The report will detail the name of each pump station, date of visit, start time, end time, maintenance activities performed, the nature of problems discovered, and recommended actions. An electronic copy of the report will be emailed to City staff. A hard copy will be mailed to: Public Works Division, Attn: Management Analyst, 1400 Broadway, Redwood City, CA 94063. After submitting the report, the Contractor will schedule a date and time to review the report with the City. E. Term The initial contract period for the Wastewater Utility System ‐ Pump Maintenance and Repair Services contract will be 3 years from the date the agreement is signed. The contract may be extended by the City for up to 2 consecutive, 1 year increments after the initial contract period; at the discretion and approval of the City. The City shall notify the Contractor in writing of the intent to extend the contract. F. Invoicing Contractor will submit invoices to: Public Works Division, Attn: Tramane Soberanes, 1400 Broadway, Redwood City, CA 94063. A sample invoice will be included in the submitted Proposal. G. Payment Payment will be made within 30 days of receipt of an accurate invoice. Copies of all invoices for supplies, materials, and other equipment will be attached to the sent invoice. Payment will be made no more frequently than monthly. Page 5 of 24 H. Redwood City Business License The successful Proposer must either possess a current, valid Redwood City business license or must have submitted a Redwood City business license application and fee at the time of contract award. I. Pricing The Contractor must complete all 5 of the fee schedules included in this RFP and include them with the submitted proposal. The fee schedules will list the Contractor’s pricing for: i. Labor, equipment, and emergency services charges ii. Purchase of new pumps iii. Pump rebuild iv. Materials v. Preventative Maintenance The Contractor will also sign a document that binds the Contractor’s proposed pricing for 90 days after the proposal date. J. Confined Space Entry Certification The Contractor must submit a copy of proof of current certification for Confined Space Entry procedures for each employee and/or Contractor/subcontractor with the submitted Proposal. K. Independent Contractor, Subcontractor or Sub‐Consultant, i.e. “Other Contractor” The Contractor will identify all Independent Contractor’s, Subcontractor’s or Sub‐Consultant’s, i.e. “Other Contractor” essential to the execution of the scope of services requested by this RFP in the submitted Proposal. L. References The Contractor will list 3 public agency clients, along with a very brief description of the work completed, which the City may contact regarding the Contractor’s work performance. M. Piggy‐Backing Option The City intends that other public agencies (county, special district, public authority, public agency, school district or other political subdivision of the state of California) shall have the option to participate in any agreement created because of this RFP. The City of Redwood City shall incur no financial responsibility in connection with a purchase order from another public entity. Contractor’s agreement or failure to agree to the "piggy‐back" agreement will not be a factor in the award. This piggyback will remain available for one year from the date the Bid award. The Page 6 of 24 Contractor will indicate whether they will allow other Contractor’s to “piggy‐back” by checking the appropriate box on the “Piggy‐Backing” Notice form. SECTION V. TERMS AND CONDITIONS A. Nomenclature i. As used throughout this RFP and its attachments the following terms are synonymous: a. “Supplier”, “vendor”, “contractor”, “proposer”, “successful bidder” and “selected bidder” b. “Contract”, “purchase order” and “agreement” c. “Services”, “work” and “project” d. “Independent Contractor”, “subcontractor”, “sub‐consultant”, “other contractor” ii. “The City” refers to the City of Redwood City, California iii. “Public Works Division” or “PW” refers to the City of Redwood City, California Public Works Division of the Community Development Department iv. “City Council” refers to the Redwood City, California City Council B. Terms and Conditions The terms and conditions for the Redwood City General Services Agreement apply to this contract. C. Pricing Pricing shall remain firm throughout the first year term of the contract. Price increases will be considered only at the contract anniversary date. Such price increases will be tied to the Consumer Price Index and approved at the discretion of the City. If accepted, the price increase will remain firm throughout the subsequent one‐year period. In the event prices are reduced, the reduced price shall apply to all subsequent purchases following the date of the price decrease through the following contract anniversary date. SECTION VI. PROPOSAL CONTENT A. A description of the Proposer’s company including organizational structure, names, titles, and resumes for staff that will be assigned to the project as well as contact information. B. A narrative which includes the following information: i. Proposer’s overall approach to providing the services described in this RFP ii. Proposer’s preventative maintenance checklist Page 7 of 24 iii. Contact information and response procedure in case of emergency situation(s) iv. How Proposer determines that equipment/material should be replaced, the process for accomplishing replacement, and Proposer’s criteria for determining when the City will be charged for replacement v. How Proposer will keep track of the pumps located within the sewer and storm pump stations vi. Proposer’s process for adding / suggesting new equipment or materials vii. Sample annual preventative maintenance report showing the name of each pump station, date of visit, start time, end time, maintenance activities performed, the nature of problems discovered, and recommended actions viii. Description of Proposer’s invoicing process including a sample invoice C. Signed Proposal Pricing Form. D. All 5 Fee Schedules. E. List of Independent Contractor’s, Subcontractor’s or Sub‐Consultant’s, i.e. “Other Contractor” essential to the execution of the scope of services requested by the RFP. F. List of 3 References. G. Signed “Piggy‐Backing” Notice with preferred option checked off. H. Proof of current certification for Confined Space Entry procedures for each employee and/or Contractor/subcontractor. I. Any other information the Proposer believes will assist the City in evaluating its proposal. SECTION VII. CONTRACT AWARD The Public Works Division will recommend to City Council the award of a contract to the Proposer whose proposal is determined to offer the best value to the City. Contract documents will consist of the General Services Agreement, this RFP, the successful Proposer’s written proposal, and a Blanket Purchase Order issued by City’s Finance Department. SECTION VIII. DISCLAIMERS This RFP does not commit the City to award a contract or to pay any costs incurred in the preparation of a proposal in response to this RFP. Page 8 of 24 The City may require Proposer’s to submit additional data or information the City deems necessary to substantiate the costs presented by Proposer’s. The City may also require Proposer’s to revise one or more elements of its proposal in accordance with contract negotiations. The City reserves the right to evaluate proposals for a period of 90 days before deciding which proposal, if any, to accept. Proposal price alone will not be the sole determining factor in the evaluation process. Other factors in the evaluation process include quality and completeness of the proposal; quality, performance, and effectiveness of services to be provided by the Proposer; Proposer’s experience, including the experience of staff to be assigned to the project, the engagements of similar scope and complexity; Proposer’s prior record of performance with City or other; and Proposer’s compliance with applicable laws, regulations, policies (including City Council policies), guidelines and orders governing prior or existing contracts performed by the Proposer. The City reserves the right to reject any or all Proposals and to determine which Proposal is, in the City's judgment, the most responsive. The City also reserves the right to waive any informality in any Proposal and to delete certain items listed in the Proposal as set forth therein. The City also reserves the right to postpone contract start date for its own convenience; remedy technical errors in the RFP process; approve or disapprove the use of particular “Other Contractor(s)”; accept other than the lowest offer; make the selection based on the City’s sole discretion; cancel the RFP and any and all quotations in whole or in part when it is in the best interest of the City; enter into an agreement with another Proposer in the event the originally selected Proposer defaults or fails to execute an agreement with the City. An agreement shall not be binding or valid with the City unless and until it is executed by authorized representatives of the City and of the Proposer. SECTION IX. PUBLIC NATURE OF PROPOSAL MATERIAL Responses to this RFP become the exclusive property of the City of Redwood City. At such time as the Public Works Division recommends the firm to the City Manager or to the City Council, as applicable, all Proposals received in response to this RFP become a matter of public record and shall be regarded as public records, with the exception of those elements in each proposal which are defined by the Proposer as business or trade secrets and plainly marked as “Confidential,” “Trade Secret,” or “Proprietary.” The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or “Proprietary” of if disclosure is required under the Public Records Act. Any Proposal which contains language purporting to render all or significant portions of the Proposal “Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as non‐responsive. Page 9 of 24 Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City of Redwood City may not accept or approve that the information that a Proposer submits is a trade secret. If a request is made for information marked as “Confidential,” “Trade Secret,” or “Proprietary,” the City shall provide the Proposer who submitted the information with reasonable notice to allow the Proposer to seek protection from disclosure by a court of competent jurisdiction. SECTION X. NON‐CONFORMING PROPOSAL A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from or to a Proposal may be sufficient grounds for non‐acceptance of the Proposal, at the sole discretion of the City. SECTION XI. DEADLINE AND LOCATION FOR SUBMISSION OF PROPOSALS By Wednesday, TBD at 3:00pm PST, Proposer will submit 5 copies of its proposal in sealed envelope(s) to: City of Redwood City Public Works Division Attn: Russell Narahara 1400 Broadway Redwood City, CA 94063 Late proposals will not be considered. Proposer will also email a pdf version of their proposal to the contact person named in Section IV (Contact Person). SECTION XIII. CONTACT PERSON Inquiries relating to this RFP and/or the required services should be directed to: Russell Narahara Management Analyst 1400 Broadway Redwood City, CA 94063 Phone: 650‐780‐7477 Email: RNarahara@redwoodcity.org Page 10 of 24 PROPOSAL PRICING FORM WASTEWATER UTILITY SYSTEM – PUMP MAINTENANCE AND REPAIR SERVICES RFP CITY OF REDWOOD CITY, CA ISSUED ON TUESDAY, TBD This proposal is binding upon the undersigned for 90 days after the proposal date. COMPANY: ADDRESS: CONTACT PERSON: TELEPHONE: FAX: SIGNATURE OF CONTACT PERSON* DATE *ORIGINAL SIGNATURE MUST BE SUBMITTED WITH PROPOSAL Page 11 of 24 FEE SCHEDULE # 1 *LABOR CHARGES RATES PER HOUR ON SITE $ _________________ SHOP RATE $ _________________ FOREMAN OR CREW LEADER *OVERTIME LABOR CHARGES $ _________________ ON SITE $ _________________ SHOP RATE $ _________________ FOREMAN OR CREW LEADER EQUIPMENT CHARGES $ _________________ UTILITY TRUCK $ _________________ TRUCK WITH HOIST $ _________________ CRANE TRUCK $ _________________ OTHER (specify) _________________________ WORK AVAILABILITY FOR EMERGENCY SERVICES
$ _________________ Please indicate availability to provide services
YES AFTER 5:00 P.M. WEEKENDS HOLIDAYS NO
ESTIMATED RESPONSE TIME TO CITY IN EMERGENCY SITUATION (# OF HOURS) DISTANCE FROM CONTRACTOR’S PLACE OF BUSINESS (# OF MILES) TO CITY *Travel time to be included in the hourly rate, if applicable THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL FEE SCHEDULE # 2 Page 12 of 24 PURCHASE OF NEW PUMPS IMPELLER CODE HP
APPROX # UNIT PRICE 436
3.0
2
434
2.4
2
436
5.0
1
437
5.0
1
432
10.0
1
484
10.0
1
485
7.4
1
436
20.0
1
434
14.8
1
454
20.0
1
TOTAL PRICE CP FLYGT SUBMERSIBLE PUMP #3085 CP FLYGT SUBMERSIBLE PUMP #3102 CP FLYGT SUBMERSIBLE PUMP #3127 CP FLYGT SUBMERSIBLE PUMP #3152 SUBTOTAL THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL FEE SCHEDULE # 3 Page 13 of 24 PUMP REBUILD QTY OF PUMPS HP
CP FLYGT SUBMERSIBLE PUMP #3085
4
3.0
CP FLYGT SUBMERSIBLE PUMP #3085
2
2.4
CP FLYGT SUBMERSIBLE PUMP #3102
2
5.0
CP FLYGT SUBMERSIBLE PUMP #3127
2
7.5
CP FLYGT SUBMERSIBLE PUMP #3127
1
10.0
CP FLYGT SUBMERSIBLE PUMP #3152
2
14.8
CP FLYGT SUBMERSIBLE PUMP #3152
2
20.0
CP FLYGT SUBMERSIBLE PUMP #3170
2
30.0
CP FLYGT SUBMERSIBLE PUMP #3230
2
148.0
SUBTOTAL
NEW STATOR/ INCL PARTS REPLACE BOWL & IMPLELLER INCL WEAR RING TOTAL PRICE MARK‐UP ON PARTS AND MATERIALS: _______ % THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL FEE SCHEDULE # 4 Page 14 of 24 MATERIALS UNIT PRICE
416 SS LINE 416 SS LINE SHAFT 416 SS HEAD SHAFT BRONZE SUCTION BOWL BEARING BRONZE LOWER BOWL BEARING BRONZE UPPER BOWL BEARING OIL TUBE SHAFT BEARING TOP OIL TUBE TENSION BEARINGS SHAFT LIP SEAL MARK‐UP ON PARTS AND MATERIALS: _______ % THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL FEE SCHEDULE # 5 Page 15 of 24 PREVENTATIVE MAINTENANCE Per Section IV (Scope of Services), Section A (Preventative Maintenance): “Preventative maintenance will be conducted on an annual basis at the 31 sewer system pump stations and 8 storm system pump stations.” PREVENTATIVE MAINTENANCE (PM) TYPE
PRICE PER YEAR
31 Sewer System Pump Stations (Annual PM)
8 Storm System Pump Stations (Annual PM)
THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL LIST OF INDEPENDENT CONTRACTOR(S), SUBCONTRACTOR(S) OR SUB‐CONSULTANT(S), I.E. “OTHER CONTRACTOR” Page 16 of 24 The following are the independent contractor(s), subcontractor(s) or sub‐consultant(s) we propose to engage for the following types of work. Any type of work not designated below will be done by the main contractor listed on the agreement with the City of Redwood City. Name and Address of Other Dollar Value of Work to be Performed by Other Contractor Contractor Agreement CONTRACTOR COMPANY NAME: CONTRACTOR ADDRESS: *BY: PRINTED NAME: TITLE: * GROUP A CHAIRMAN PRESIDENT VICE‐PRESIDENT THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL LIST OF REFERENCES Page 17 of 24 Please list 3 public agency clients, along with a very brief description of the work, which the City may contact regarding the Contractor’s work performance. REFERENCE # 1 AGENCY / CITY NAME: DEPARTMENT: CONTACT PERSON: TELEPHONE: EMAIL ADDRESS: DOLLAR VALUE OF AGREEMENT: DATE RANGE OF AGREEMENT: NATURE OF WORK PERFORMED: REFERENCE # 2 AGENCY / CITY NAME: DEPARTMENT: CONTACT PERSON: TELEPHONE: EMAIL ADDRESS: DOLLAR VALUE OF AGREEMENT: DATE RANGE OF AGREEMENT: NATURE OF WORK PERFORMED: REFERENCE # 3 AGENCY / CITY NAME: DEPARTMENT: CONTACT PERSON: TELEPHONE: EMAIL ADDRESS: DOLLAR VALUE OF AGREEMENT: DATE RANGE OF AGREEMENT: NATURE OF WORK PERFORMED: THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL “PIGGY‐BACKING” NOTICE Page 18 of 24 The City intends that other public agencies (county, special district, public authority, public agency, school district or other political subdivision of the state of California) shall have the option to participate in any agreement created because of this Request for Proposal. The City of Redwood City shall incur no financial responsibility in connection with a purchase order from another public entity. Vendor’s agreement or failure to agree to the "piggyback" agreement will not be a factor in the award. This piggyback will remain available for one year from the date the Bid award. Check one of the following: □ Agree to extend all prices, terms, and conditions of my proposal to any other public agency located in the State of California with no exceptions. □ Agree to extend all prices, terms, and condi ons of my proposal to any other public agency located in the State of California with the following exceptions noted, as attached. □ The Vendor does not agree to extend pricing, terms and condi ons in our Bid to any other agency. CONTRACTOR COMPANY NAME: CONTRACTOR ADDRESS: *BY: PRINTED NAME: TITLE: * GROUP A CHAIRMAN PRESIDENT VICE‐PRESIDENT THIS FORM MUST BE RETURNED WITH SUBMITTED PROPOSAL GENERAL SERVICES AGREEMENT (insert name of consultant) Page 19 of 24 This Agreement is made and entered into between the City of Redwood City ("City"), a municipal corporation, and _____________ [insert form of company: corporation of ____, limited liability company, sole proprietor] (“Contractor”) as of [date] (the “Effective Date”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services includes but it not limited to________. 2. Payment Terms. For the services described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed ____________________, which amount shall include all expenses. Contractor shall submit progress billings on a monthly basis, if applicable. Contractor’s bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the City. Contractor shall thereafter perform and complete all services by no later than _______ (insert date). 4. Independent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assignment and Subcontracting. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Indemnification. Contractor agrees to defend, indemnify and hold harmless the City, its officers and employees, from and against all claims, demands, damages or costs arising from Contractor’s negligent errors, acts or omissions or willful misconduct with respect to Contractor's work performed pursuant to this Agreement. The foregoing obligation of Contractor shall not apply to the extent the claims, demands, damages or costs arise out of the negligence of City. 7. Insurance. Throughout the term of this Agreement, Contractor shall obtain and maintain, at its own expense, the minimum insurance coverage set forth below. The City and its elected officials, officers, and employees shall be named as additional insureds on all policies. This Page 20 of 24 Agreement is expressly contingent upon the insurance requirements being met, and this Agreement shall not be complete and no work may commence until Contractor has provided adequate proof of insurance. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. (a) Statutory Worker’s Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly for Contractor with limits not less than $1,000,000. (b) Commercial General and Automobile Liability insurance in an amount not less than $1,000,000 per occurrence. If applicable, Contractor shall not allow any subcontractors to commence work on any subcontract until all insurance required of the Contractor has also been obtained for the subcontractor in the amounts indicated herein. 8. Nondiscrimination and Equal Opportunity. During the performance of this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, sex, sexual orientation or age. 9. Labor Code Prevailing Wage. To the extent applicable, contractor shall comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers’ compensation and prevailing wages. No less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the work under this Agreement shall be paid to all workers, laborers and mechanics employed in the execution of the work by the Contractor or any subcontractor doing or contracting to do any part of the work. The appropriate determination of the Director of the California Department of Industrial Relations shall be filed with, and available for inspection at the City officers. Contractor shall post, at each job site, a copy of the prevailing rate of per diem wages. The Contractor shall forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subcontractor under Contractor. 10. Documents. If applicable, Contractor shall deliver to the City, on request of the City Manager, copies of all original papers, documents and any other materials, in electronic or any other form, prepared by Contractor pursuant to this Agreement. 11. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents or subcontractors by federal or state law, Contractor warrants that such license has been obtained, is valid and in good standing, and Contractor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. 12. Time is of the Essence. Contractor agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified in Exhibit A. In the performance of this agreement, time is of the essence. Page 21 of 24 13. Termination. This Agreement may be terminated or suspended by the City upon fifteen (15) days written notice. Upon receipt of such notice from the City, Contractor shall immediately stop all work under this Agreement. In the event of termination by the City, Contractor shall be entitled to payment on a pro rata basis for the services performed as of the date of termination, to the extent they were performed in accordance with this Agreement. 14. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 15. Contract Administration and Notice. This Agreement shall be administered on behalf of the City by the ______, (Name & Title). Any written notice between the parties shall be sent to: City of Redwood City Attention: _____________ Department of ____________ 1017 Middlefield Road Redwood City, CA 94063 Contractor’s Name Attention: _______________ Contractor’s Address City, State, Zip 16. Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, represents the entire and integrated agreement between City and the Collaborative and supersedes all prior negotiations, representations or agreements, either written or oral. Where the terms and conditions set forth in Exhibit A conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties. 17. Miscellaneous. The laws of the State of California shall govern this Agreement and all matters relating to it and venue for state court shall be in Redwood City and for federal court in San Francisco. In the performance of this Agreement, Contractor shall abide by and conform to any and all applicable laws, including, but not limited to the Redwood City Municipal Code. Page 22 of 24 IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on ____________ ______, 2011. This Contract is not valid until signed by all parties below. CITY: CONTRACTOR _____________________________ _______________________________ By: Robert B. Bell, City Manager By: ATTEST: Title:___________________________ __________________________________ _______________________________ Contractor’s Redwood City License Number City Clerk ____________________________ Contractor’s Tax I.D. Number APPROVED AS TO FORM: __________________________________ Pamela Thompson, City Attorney Page 23 of 24 EXHIBIT A (Attach Contractor’s Proposal or Quote or Fill out Sections below) 1. Scope of Work/ Tasks Deadline 2. Payment Terms. (Indicate if hourly, or flat fee) Page 24 of 24