HVAC 19 RFP FAC 421 - Official Website | Official Website

City of Gilroy Public Works Department

Date released: November 30, 2018

ATTN: WALTER DUNCKEL, FACILITIES SUPERINTENDENT

CITY OF GILROY

7351 ROSANNA STREET

GILROY, CA 95020-6197

Proposals Due by: 2:00 pm, Tuesday, January 8, 2019

Request for Proposals

HVAC SERVICES

No. 19-RFP-FAC-421

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Notice Inviting Finalist Proposals

No. 19-RFP-FAC-421

The City of Gilroy is now soliciting submittals from heating, ventilation, and air conditioning

service vendors for consideration for a multi-year Heating, Ventilation, and Air conditioning

(HVAC) Services Contract. It is the intent of the city to award a 3-year contract, with the option

of a 2-year extension for said services. Award of contract by the Gilroy City Council is

scheduled for February 4th, 2019.

A Mandatory Proposal Preview & Site Tour will be held on W e d n e s d a y , D e c

1 2 t h , 2 0 1 8 f r o m 8 : 0 0 A M to 3:00 PM, b e g i n n i n g in the City Corporation Yard

meeting Room at 613 Old Gilroy Street in Gilroy. Contractor must be present at the

proposal preview & site tour in order to have their proposal considered.

Submit four hard copies and one electronic copy in PDF format on a CD/DVD of the proposal. The hard copies and CD/DVD shall be mailed or submitted to the City of Gilroy prior to 2:00 PM, Tuesday, January 8, 2019. Proposals shall be submitted in a sealed package clearly marked “HVAC SERVICES” and addressed as follows:

ATTN: Walter Dunckel, Facilities Superintendent

City of Gilroy RFP for HVAC Services

7351 Rosanna St.

GILROY, CA 95020

Submittals received after the time and date specified above will be considered nonresponsive and will be returned to the Contractor. The City of Gilroy accepts no responsibility if delivery is made to another location other than location specified above and/or delayed deliveries by your chosen carrier. Any proposals received prior to the time and date specified above may be withdrawn or modified by written request of the Contractor. To be considered, however, the modified submittal must be received prior to 2:00 pm, Tuesday, January 8, 2019. Unsigned submittals or submittals signed by an individual not authorized to bind the prospective Contractor will be considered nonresponsive and rejected.

This RFP does not commit the City of Gilroy to award a contract, to pay any costs incurred in the preparation of a PROPOSAL or subsequent proposals for this request, or to procure a contract for services. The City of Gilroy reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Contractor, or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the City of Gilroy to do so. All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract.

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19-RFP-FAC-421 HVAC Services

Table of Contents

Notice Inviting Finalist Proposals i

QUALIFICATIONS SUBMITTAL CHECKLIST 1

RFP OVERVIEW 2

Schedule 2

SUBMISSION FORMAT & CONTENT INFORMATION 3

Submission Content Requirements 3

Evaluation Process 6

Addendums 8

Licenses and Insurance 8

Laws to be Observed 8

Billing and Invoicing 9

Contract Period 9

RFP Questions 9

STANDARDS AND SPECIFICATIONS 9

HVAC Service Requirements 9

Days and Hours of Work 9

Personnel 10

Security 11

Service Changes 11

Vandalism and Repair of Damage 11

Service Frequency and Schedules 11

Locks and Keys 12

Deficiency Notice Procedures 12

Right of Severance and Termination 12

Maintenance and Operation of Equipment and Vehicles 13

Storage of Material and Equipment on the Site 13

Cal-OSHA & Safety Requirements 13

Public Convenience and Safety 13

Accident Reporting 13

Management and Supervision 13

Green Business Practices 14

TECHNICAL SPECIFICATIONS 14

ATTACHMENT A – Non Collusion Declaration A-1

ATTACHMENT B – Cost Proposal B-1

ATTACHMENT C – Contractor Information C-1

ATTACHMENT D – Included Buildings and Equipment D-1

ATTACHMENT E – Location Map E-1

ATTACHMENT F – Workers’ Compensation Experience Modification Rate Statement F-1

ATTACHMENT G – Environmentally Preferable Purchasing Policy G-1

ATTACHMENT H – Agreement for Services H-1

Request for Proposals No. 18-RFP-PW-409 1

QUALIFICATIONS SUBMITTAL CHECKLIST

HVAC SERVICES

Proposal No. 19-RFP-FAC-421

The following documents/information must be filled out and included/submitted in

the proposal in order to be considered for this project:

Non-Collusion Declaration (Notarized) – Attachment A

Cost Proposal completed & signed – Attachment B

Contractor Information Statement completed & signed – Attachment C

Workers’ Comp Experience Modification Rate Statement – Attachment F

Attach copy of at least one of the following documents: Injury and Illness

Prevention Plan (IIPP), Code of Safe Practices, or other applicable safety-

related plans, documents, or policies.

Proposal as per the Submission Format & Content Information section starting

on page 3 of the RFP

Deliver proposal to City of Gilroy in sealed envelope to City of Gilroy address

given by 2:00 pm, Tuesday, January 8th, 2019


RFP OVERVIEW

Introduction

The City of Gilroy is located 28 miles south of San Jose, California. It is a developing community in

transition with a population of over 57,000. The small family farms of the past have given way to

sophisticated seed culture, high tech food processing, recreational shopping, and modern wine production.

Gilroy is situated in the Santa Clara Valley, just 15 miles from the Pacific Ocean, and strategically located at

the junction of two key highways: U.S. 101 ands U.S. 152. Gilroy is within a ½ hour drive of the Silicon

Valley. Gilroy’s Parks and landscaped facilities are valued and heavy used by the community including the

world famous annual Garlic Festival.

The City of Gilroy invites your company to submit a proposal detailing your firm’s capability to provide the

City with Heating, Ventilation, and Air Conditioning (HVAC) services according to the general

specifications and information provided in this document. Your submission should clearly demonstrate how

your resources and services you can provide meet the City's requirements.

Background

The City of Gilroy owns and maintains 57 buildings totaling approximately 275,000 square feet of buildings,

including City Hall, Senior Center, Police Station, three fire stations, Wheeler Community Center,

Corporation Yard, and various other buildings in parks and other City facilities. The City has found it most

expeditious to provide HVAC services in most facilities with a contractor. This multi-year contract is for

mechanical HVAC maintenance services for approximately 229,809 square feet of conditioned building

space. Some of that space is office space but it also includes a gymnasium, a police station, three fire

stations, community center, senior center, fleet maintenance shop, and recreation centers. Some buildings

operate Monday – Friday during normal business hours but some facilities operate seven days per week and

some operate 365/24/7. The term of this contract will be three years with an option to renew for two

additional years.

The contractor will provide routine maintenance tasks such as changing filters & belts, cleaning coils and

condensate pans, lubrication, inspection, plus perform repairs and component replacement as necessary.

The City of Gilroy is a Santa Clara County Green Business. Custodial services and supplies play a large part

in remaining a Green Business. The contractor will be expected to use products and practices that support

the City’s green business efforts.

Contractor employees must pass a thorough security clearance that includes fingerprinting FBI and

Department of Justice background check, prior to working in City facilities.

Intent and Selection Process

Interested Contractors may submit a proposal that shall include proposed fees, projected staffing levels,

routine maintenance program, periodic maintenance program, and a record reporting system at a minimum.

The objective of this process is to be able to select a HVAC service firm to recommend to the City Council

for final contract award. The selected firm will be the one that best demonstrates that they can most

affordably meet the City’s requirements for the proposed HVAC services.

Schedule

The city intends to award a HVAC services contract by February 2nd, 2019, with service to begin March 1,

2019. The key dates driving the Selection Process of HVAC Services contract are shown below:


Selection Process Actions Target Date

Invitation to Vendors to submit proposal 11/30/2018

Mandatory Proposal Preview & Site tour 12/12/2018

Proposal submissions due to City 1/8/2018

Selection evaluation - negotiate final terms 1/11/2018

Selection decision 1/14/2018

Recommendation Staff Report for Approval by City Council 1/14/2018

Contract Agreement pre-signed and Insurance in place 1/30/2018

City Council Meeting 2/4/2018

Issue purchase order 3/1/2018

HVAC Contract to begin 3/1/2018

SUBMISSION FORMAT & CONTENT INFORMATION

Submission Content Requirements

Please respond to each of the requests for information by Letter and Number as appropriate. Provide Letter

or Number with each response and include PAGE NUMBERING. Any attachments/exhibits should also be

labeled when provided.

1. Statement of Understanding – Provide a brief statement indicating overall understanding of the

service contract.

2. Contractor Information Statement - Complete and sign proposal statement (Attachment C).

3. Key Staff - Identify the key contract team leader(s) who will direct all on-site HVAC services and

who will interface routinely with the designated City contract inspector. Provide a minimum one

page resume listing qualifications and past experience.

4. General Statement of company Qualifications/Responsiveness – Company history, management

personnel’s experience with service clients of similar size and scope, and other not covered

elsewhere.

5. HVAC Services Cost Proposal - Complete and sign HVAC Services Cost Proposal (Attachment

B).

Please see Included Buildings and Equipment in Attachment D, and Location Map in

Attachment E.

Contract site questions or scope of work questions can be raised at the Proposal

Preview & Site Tour on W e d n e s d a y , D e c e m b e r 1 2 t h , 2 0 1 8 f r o m

8 : 0 0 A M to 3:00 PM, in the City Corporation Meeting Room located at 613 Old Gilroy

Street in Gilroy. Contractor must be present at the proposal preview & site tour in order to

have their proposal considered.

Prevailing Wage is a contract labor cost requirement of this service contract.

By submitting the fee schedule, the Contractor acknowledges that the Contractor has made

a personal inspection of each site and the surrounding areas and has evaluated the extent to

which the physical condition thereof will affect the services to be provided. The Contractor


acknowledges that the regular completion of services hereunder may result in a gradual

upgrading of the areas maintained, regardless of the present condition. The HVAC Services

Contract Fee Schedule should be based on the standard upkeep of each area and not reflect

any perceived renovation work needed.

Provide cost proposal for Option 1 and Option 2 as described in TECHNICAL

SPECIFICATIONS (page 12) and describe services, including labor, materials, supplies,

and components, to be provided under each option. Specify any items not included in each

option.

6. Non-Collusion Declaration - Under penalty of perjury, the enclosed Non-Collusion Declaration

shall be signed, dated, notarized, and returned with the proposal (Attachment A).

7. References - Provide three references for the project team (name, address and phone number) for

recent similar work. Contractor is to furnish the names, addresses, phone numbers, a point of

contact, and references from all clients in the Bay Area/ Central California Region to whom

Contractor has provided services of similar size and scope in the past 5 years. Indicate annual dollar

value. One service client shall have had an annual dollar value of $150,000 or more. Also list

references for any contract that was cancelled within the past five years and the reason for such

cancellation.

8. Resources and Service Description: Provide a comprehensive description of the resources, plan

and methodology that will be used to provide resources for the different elements of the requested

HVAC services. Special emphasis should be placed on how your company will “partner” with the

City to provide innovative approaches and techniques in both the services provided today and in the

way it will respond to future needs of the Gilroy community and evolving scope of work under this

service contract. Include how you plan to build trust into the relationship between your organization

and the City.

9. Staffing

a. Include a work plan of how you will staff and supervise normal and periodic maintenance

schedules. Provide a monthly calendar indicating staffing and work strategies. Identify site

specific work as maybe appropriate. Discuss how you will adhere to approved maintenance

schedules.

b. Provide a complete overview of all training programs provided. Specifically identify those

you considered part of your “Safety Program”.

c. Detail your company’s employee retention program and philosophy.

d. List the full or part time status of each employee that will be assigned to this contract.

Explain your staffing process to fill positions if needed.

e. Detail your company’s policy for recruitment and screening process for DMV driving

record, drug use, and criminal history.

f. Description of designated on-site supervisor’s role in delivery of contract services and

availability of on-site supervisor and contingency plans when not available.

g. Description of the line-staff’s role in the delivery of exceptional contract service and

customer service.

h. Provide training certifications (e.g. EPA 608) for all service staff.

10. HVAC Equipment Preventive Maintenance and Repair – Describe your companies experience,

certifications, and capabilities to provide preventive maintenance and repairs to a variety of HVAC

equipment, including chillers, boilers, cooling towers, air handlers, package units, and built-up

systems. Also describe your experience in direct digital controls for HVAC systems.


11. Equipment – Attach an equipment inventory exhibit listing all equipment and vehicles to be used

for this contract. The inventory should include year of manufacture and condition described as

“Fair”, “Good”, or “Excellent”.

12. Communication – Provide a description of the systems your company uses to communicate

between supervisors and/or office staff and field staff. Also, describe the systems you use to assign,

track, and evaluate work performed by your employees.

13. Technology – Discuss any technology tools your company uses to stay innovative and responsive to

the needs of customers for the services you provide.

14. Green Business Practices – Describe your company’s plan for providing HVAC services utilizing

recycled products and green practices.

15. Service Philosophy – Discuss what your company believes to be the most important component of

the services you provide. Explain why.

16. Customer Service and Quality - Discuss your company’s vision of customer service and quality.

Describe the steps your company takes to insure that each person’s role in your organization is

understood as it relates to exceptional customer service and quality.

17. Length of Submission – There is no minimum or maximum length of the RFP submittal

information pages. Please be as thorough as possible in your responses. Number all pages and label

exhibits. Exhibits and attachments should be bound together with the RFP submittal.

18. Response Submission - Six copies of RFP submittal are required. All submissions must be sealed

in a package showing the following information on the outside and addressed to:

Attn. Walter Dunckel

City of Gilroy,

7351 Rosanna Street, Gilroy, CA 95020

19-RFP-FAC-421

RFP Title: HVAC Services

Contractor’s name and address

The submission package must be mailed or delivered to the above address prior to the deadline for

receipts of submissions. All respondents who mail or ship their submissions must allow sufficient

delivery time to ensure receipt of their submissions by the time specified. Late submissions will not

be accepted for consideration.

19. Deadline for Receipt of Submissions - All submissions must be received by the Purchasing

Division, Gilroy City Hall Gilroy, 7351 Rosanna Street, Gilroy, CA, by 2:00 P.M. on Tuesday,

January 8th, 2019.

20. Logistical Issues - Describe how your company will stage and mobilize the equipment and supplies

needed to perform all work. Describe where and how will you store and dispatch equipment and

supplies to contract sites. There will be limited space available at the City facilities.


Evaluation Process All submittals will be evaluated by City of Gilroy Selection Committee. The Committee may be composed of City of Gilroy staff and may include other parties that may have expertise or experience in the services described herein. The Committee will review the submittals and will rank the proposers. The evaluation of the proposals shall be within the sole judgment and discretion of the Committee. All contacts during the evaluation phase shall be through the City of Gilroy Contract Administrator/Project Manager only. Proposers shall neither contact nor lobby evaluators during the evaluation process. Attempts by Proposer to contact members of the Committee may jeopardize the integrity of the evaluation and selection process and risk possible disqualification of Proposer.

The Committee will evaluate each submittal meeting the qualification requirements set forth in this RFP.

Evaluation Criteria Proposals will be evaluated according to each Evaluation Criteria, and scored on a zero to five point rating. The scores for all the Evaluation Criteria will then be multiplied according to their assigned weight to arrive at a weighted score for each proposal. A submittal with a high weighted total will be deemed of higher quality than a proposal with a lesser-weighted total. The final maximum score for any project is five hundred (500) points.

Rating Scale

0

Not Acceptable

Non-responsive, fails to meet RFP specifications. The approach has no probability of success. For mandatory requirement this score will result in disqualification of submittal.

1

Poor

Below average, falls short of expectations, is substandard to that which is the average or expected norm, has a low probability of success in achieving project objectives per RFP.

2

Fair Has a reasonable probability of success, however, some objectives may not be met.

3

Average

Acceptable, achieves all objectives in a reasonable fashion per RFP specification. This will be the baseline score for each item with adjustments based on interpretation of submittal by Evaluation Committee members.

4 Above

Average/Good Very good probability of success, better than that which is average or expected as the norm. Achieves all objectives per RFP requirements and expectations.

5

Excellent/ Exceptional

Exceeds expectations, very innovative, clearly superior to that which is average or expected as the norm. Excellent probability of success and in achieving all objectives and meeting RFP specification.


The Evaluation Criteria Summary and their respective weights are as follows:

Sele

ctio

n C

rite

ria

No. Written Evaluation Criteria Weight Rating Points*

1 Cost of Services 20 0 2 Qualifications & Experience 20 0

3 Organization & Approach 20 0

4 Scope of Services to be Provided 20 0

5 Conflict of Interest Statement Pass/Fail

6 References 20 0

Subtotal: 100 0

*Points = Weight x Rating

The final contractor will be selected based on both the written and oral interview evaluation criteria above as shown in the table above. In the event of tie scores, the City reserves the right to make a judgment call as to who may be selected, or select both.

1. Cost of Services

a. Based on the cost of the HVAC Services cost per the HVAC Services Contract Fee Schedule – Attachment B

2. Qualifications & Experience (Weighting = 20)

b. Relevant experience, specific qualifications, and technical expertise of the firm and sub-contractors to perform HVAC Services as required.

3. Organization & Approach (Weighting = 20)

a. Describes familiarity with this type of project, and demonstrates understanding of the work to be completed for HVAC Services

b. Roles and Organization of Proposed Team

i. Proposes adequate and appropriate disciplines of project team. ii. Some or all of team members have previously worked together on

similar project(s). iii. Overall organization of the team is relevant to City of Gilroy needs.

c. Project and Management Approach i. Team is managed by an individual with appropriate experience in

similar projects. This person’s time is appropriately committed to the project.

ii. Project team and management approach responds to project issues. Team structure provides adequate capability to perform both volume and quality of needed work within project schedule milestones.

d. Roles of Key Individuals on the Team i. Proposed team members, as demonstrated by enclosed resumes, have

relevant experience for their role in the project. ii. Key positions required to execute the project team’s responsibilities

are appropriately staffed.

Request for Proposals No. 18-RFP-PW-409

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e. Working Relationship with City of Gilroy/Public Sector i. Team and its leaders have experience working in the public sector

and knowledge of public sector procurement process. ii. Team leadership understands the nature of public sector work and its

decision- making process. iii. Proposal responds to need to assist City of Gilroy during the project.

4. Scope of Services to be Provided (Weighting = 20)

f. Detailed Scope of Services to be Provided i. Proposed scope of services is appropriate for all phases of this project. ii. Scope addresses what is included and excluded as far as repairs and

replacements when equipment breaks down. g. Project Deliverables

i. Deliverables are appropriate to schedule and scope set forth in above requirements.

5. Conflict of Interest Statement (Pass/Fail)

h. Discloses any financial, business or other relationship with the City of Gilroy that may have an impact upon the outcome of the contract or the construction project.

i. Lists current clients who may have a financial interest in the outcome of this contract.

6. References (Weighting = 20)

j. Provide as reference the name of at least three (3) agencies you currently or have previous HVAC service contracts with in the past three (3) years.

Addendums

If the City determines that addendums to this RFP are necessary, they will be delivered to the

contractor by email.

Licenses and Insurance

In addition to all other requirements set forth in the Contract documents, the successful

contractor to whom the contract is awarded must maintain and keep in force throughout the

progress of the contact, all required insurance and City of Gilroy Business License.

Laws to be Observed

The Contractor shall keep himself fully informed of all State and National laws, labor laws and

provisions, and all municipal ordinances and regulations of the City which in any manner affect

those engaged or employed in the work, or the materials used in the work, or which in any way

effect the conduct of the work, and of all such orders and decrees of bodies or tribunals having

any jurisdiction or authority over the same.


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Billing and Invoicing

Invoices will be submitted monthly for the current month’s services. Missed service will result

in prorated reduction of payment.

Contract Period

The contract period, once awarded by the City Council, is proposed to be from March 1, 2019 to

February 28, 2022. The city may request a 2-year extension of terms.

RFP Questions

In order to have the city respond in a timely manner to questions about this RFP, please don’t wait until

the last minute to ask them, but in no case later than 12:00 noon on Jan 7, 2019 (one day before RFP is

due). Direct questions regarding this RFP, via email, to the following:

ATTN: Walter Dunckel, Facilities Superintendent

(408) 846–0282 office

(408) 846-0374 fax

[email protected]

STANDARDS AND SPECIFICATIONS

HVAC Service Requirements

This contract is for a three (3) year term beginning on March 1, 2019 and ending February 28,

2022. The City reserves the option to renew the contract for two additional one (1) year periods

at the prices specified in the Schedule of Bid. The City will provide written notice to the

Contractor of intent to renew or cancel contract no less than sixty (60) days prior to expiration of

previous contract term. The contractor will be required to provide all labor, tools, and equipment

to perform all services in accordance with these specifications. All parts and materials subject to

approval of the Project Manager.

Days and Hours of Work

1. Contract work shall be performed during normal business days and hours except for

emergency services.

2. The Project Manager shall have the authority to change the hours of contract work to

meet the needs of the Contractor or City.

3. The Contractor shall conduct the work at all times in a manner which will not interfere

with normal building use.

4. Any modification in the hours and days of maintenance services as stated in the

Contractor’s Service Schedules/Calendars are subject to approval by the City.

5. The City of Gilroy observes the following legal holidays:

New Year's Day Veteran's Day

Martin Luther King, Jr. Day Thanksgiving Day

Presidents' Day Day after Thanksgiving

mailto:[email protected]


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Memorial Day Christmas Eve

Independence Day Christmas Day

Labor Day

Personnel

1. Positive public relations is an important part of this contract service. Services provided

under the HVAC Services contact are a critical part of providing and maintaining these

important public use facilities. Contract staff serves a vital role in delivering these public

services. Contract staff must maintain both professional image and behavior whenever in

contact with citizens, including avoiding the use of foul language. Contract staff shall be

trained on how to handle public contact and provide the appropriate customer service.

Contract staff must always maintain a neat and clean appearance and be easily identified

by some type of company uniform. All Contractor staff shall follow the rules,

regulations, and applicable laws while working for the City, including obeying any non-

smoking signs/areas.

2. The Contractor shall provide personnel fully trained in all phases of HVAC services. All

training or additional training for Contractor personnel shall be provided at Contractor’s

expense.

3. The Contractor shall provide personnel capable of verbal and written communication in

English or bilingual with English as one of the languages.

4. The City expects the Contractor’s staff to give to city representative(s) all items lost or

misplaced by the general public, regardless of perceived value found on contract sites.

The Contractor shall communicate this expectation to all employees.

5. Employee Conduct – Employees of the Contractor, while performing work under this

contract, WILL NOT:

A. Be accompanied in their work area by acquaintances, family members, assistants, or

any other person unless such person is an on-duty authorized Contractor employee.

B. Remove any City Property or personal property, equipment, monies, or any other

item from the buildings.

C. Engage in horseplay or loud boisterous behavior.

D. Be under the influence of alcohol or drugs.

E. Smoke in any building.

F. Turn on or use any equipment other than City-supplied or Contractors, such as

computers, TV’s, or radios.

G. Use any City telephone except those designated by the City contract inspector for the

purpose of business under this contract.

H. Open any desk, file cabinet, or storage cabinet.

I. Remove any articles from desks.

J. Consume any food or beverage, other than that brought with or purchased by the

employee, and only in areas designated as break or lunchrooms.


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Security

1. All Contractors’ employees must pass a security clearance prior to working in City

facilities. Employees must complete the necessary forms, which include a Personal

History Statement form and Live Scan form, and have fingerprints taken in order to

be processed for security clearance. NOTE: This process may take up to four weeks

to complete. The City will provide up to twelve (12) security clearances the first

contract year, and up to six (6) security clearances the following contract years, at no

charge. A charge of $100.00 shall be made for each additional security clearance.

2. Employees shall be required to wear identification badge supplied by City when

working in City facilities. I.D. badges are the property of the City of Gilroy and shall

not be used except when working in City facilities. Contractor must notify City of

personnel changes and return I.D. Badges upon employee separation. A charge of

$100 shall be made for unreturned I.D. Badges. Contractor shall furnish an updated

list of employees working in City buildings quarterly.

3. Keys will be issued by, and returned to, the Project Manager.

4. Contractor is expressly prohibited from allowing anyone into building after it is

closed. Authorized persons will admit themselves.

5. Contractor is responsible for keeping buildings secured after hours unless opened for

meetings by City staff. Contractor shall arm all burglar alarms when leaving building

if no one else is in building.

Service Changes

The City reserves the right to make additions, deletions, revisions and/or otherwise modify the General

and Specific HVAC Services Specifications or change the frequency of the services during the contract

period. A Request for Quote will be issued for additional service work or one time contract work. A

change order will be issued with a two-week notice. Any change in Specification that causes the

contractor to suffer additional expenses shall be adjusted based on the fee schedule or negotiated upon

written justification.

Vandalism and Repair of Damage

Contractor shall report any damage to City property, including but not limited to, vandalism, acts of God,

and third party negligence, or damages caused by Contractor, its employees or subcontractors to the City

representative.

If the Contractor, its employees or subcontractors cause damage to any City facility then the Contractor

shall repair such damage at its own cost within a reasonable time or the City may repair or cause the

repair of such damage and the cost thereof shall be deducted from monies due to the Contractor from the

City.

Service Frequency and Schedules

Less frequent or more frequent services may be approved or required as necessary to insure

specifications and standards are met.

The Contractor shall, within ten (10) working days after the effective date of the Contract,

submit a work schedule to the City’s representative(s) for review and approval. The Contractor

shall submit revised schedules / calendars when actual performance differs substantially from


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planned performance. Said revisions shall be submitted to the City’s representative(s) for review

and, if appropriate, approval, within five (5) working days prior to scheduled time for the work.

At the discretion of City staff, monthly meetings (or more frequently if deemed necessary by the

City) between the Contractor and the city representative(s) may be scheduled to determine

progress and address any changes in schedules, review performance, problem areas, etc.

Locks and Keys

The Contractor shall be responsible for the series of keys assigned to them and shall assign these keys to

its personnel for use in maintaining the facilities. The Contractor shall properly use and keep safe all keys

or locks issued or issued by the City to the Contractor.

The contractor shall report all lost or stolen keys or locks to the City representative(s) within twenty-four

(24) hours after discovery of the loss. The Contractor shall reimburse the City for the total cost, as

determined by the City, of replacing the lock, re-keying the site or duplicating additional keys.

Upon termination or cancellation of the Contract, the Contractor shall immediately return all keys, ID

cards, access cards, etc., to the City. The Contractor shall reimburse the City for the total cost, as

determined by the City, for the total cost of keys not returned.

Deficiency Notice Procedures

1. Deficiencies will be recorded and presented to the contractor via e-mail, fax or U.S. Mail. The

Contractor shall respond within 24 hours with a plan to remedy and to prevent future

occurrence. Contractor shall be responsible for providing follow up documentation. Contractor

supervision is responsible for re-inspection of problem areas before notifying the City the

problem has been resolved.

2. Contractor’s management team must be available for face-to-face meetings called by the City

within 48 hours of notification.

3. Failure to resolve the problem shall result in a written vendor report seeking a written response

from the contract management outlining a permanent resolution to the problem. Patterns of

complaints, which may indicate the contractor’s failure to adequately staff, train and supervise,

shall cause a face to face meeting with the highest level of the contractor’s management

deemed necessary by the City in order to clarify the contractor’s obligations and produce a

written work plan and time frame for remedying the deficiencies.

4. Repeated deficiencies shall result in one or all of the following:

a. Payment deductions to the Contractor for services not performed per contract where City

had a substitute service.

b. Termination of selected contracted service area(s) because of contractor’s continued

failure to perform in the designated areas.

c. Contract termination for failure to perform.

Right of Severance and Termination

1. Remove worker: The City shall have the right to request removal of any specific Contractor

worker from City contract properties for the following:

a. If the worker is deemed by City to be incompetent or negligent based on worker’s

inability to execute required project tasks

b. For failure to adhere to the City’s standards, including safety standards

c. For worker misconduct


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d. For any other reason deemed necessary by the City

2. Terminate contract: Notwithstanding the language in the written contract, City reserves the

right to terminate this contract with Contractor upon 10 days advance written notice should

Contractor fail to meet obligations of the contract. Such failures include, but are not be limited

to:

a. Consistent failure to respond to requests for service or to remedy contract deficiencies

b. Consistent failure to provide qualified, trained workers and supervisors

c. Contractor failure to keep City reasonably informed about contract related issues

Maintenance and Operation of Equipment and Vehicles

The Contractor shall take necessary precautions for the safe operation of equipment and the protection of

the public from injury and damage from such equipment and vehicles. Contractor shall repair or replace,

immediately, all equipment deemed by City to be unsafe, irreparable or in unsatisfactory condition.

Storage of Material and Equipment on the Site

Limited storage space is available on site for Contractor’s materials and equipment. Protection

of materials and equipment stored on the site shall be the responsibility of the Contractor. The

City reserves the right to direct the Contractor to provide proper means of protection for

materials if such is deemed advisable by the Project Manager.

Cal-OSHA & Safety Requirements

Safety of the public, city staff, and contractor’s staff is of prime importance to the city. The contractor

shall comply with all provisions of the California Occupational Health and Safety Act, any and all

applicable safety regulations, industry standard safety practices, the use of appropriate personal protective

equipment, and the contractors own code of safe practices and IIPP, taking all precautions in the

performance of the service to prevent injury to persons and property.

Public Convenience and Safety

The Contractor shall so conduct his operations as to cause the least possible obstruction and

inconvenience to the general public and to traffic. Convenient access to driveways and buildings

along the street shall be maintained and temporary crossings shall be provided and maintained in

good condition.

The Contractor shall furnish, erect, and maintain signs and , barriers as are necessary to give

adequate warning to the public at all times of the work and of any dangerous conditions to be

encountered as a result thereof.

Accident Reporting

The Contractor shall immediately notify the designated City representative(s) of any accident, regardless

of whether or not injury or damage is evident, involving the public and the Contractor’s staff, vehicles,

and/or equipment. The Contractor shall provide all written reports and/or documentation requested by the

City.

Management and Supervision

The Contractor shall provide fully trained and qualified personnel. The staff activity will be closely

monitored by City representative(s) at each site to detect operational irregularities and non-compliance


14

with the Contract.

It is the responsibility of Contractor’s executive, management, and supervisory staff to oversee the

activities of its staff, throughout the range of its activities at all contract sites.

The City will not supervise the contractor’s supervisors or employees.

All Supervisors must be qualified, proficient in English, trained and capable of providing adequate

supervision and direction of all staff and must demonstrate verbal and written communication skills

sufficient for the work required herein.

The Contractor’s crew leader and operational staff, as well as their supervisory and management staff,

shall be knowledgeable in this Contract and its time lines. An outline of the task requirements, schedule,

and time lines for each site shall be kept with each crew. If any task cannot be thoroughly completed

within the Contract schedule time line, the City’s representative shall be notified promptly in the prescribe

manner established at contract startup.

Contractor to incur all costs to assess, repair or replace any physical property damaged as a result of

contractor’s negligence or failure to take reasonable care to identify and report potential problems.

Contractor shall inspect and identify any condition(s) that renders any portion of a site unsafe, as well as

any unsafe practices occurring thereon, and shall immediately notify the City representative(s) of any

unsafe or undesirable condition(s). Contactor shall take emergency safety actions to protect worker and

or the public from a developing or observed hazardous conditions. Safety action taken by the contractor

not related to normal contraction services shall be appropriately compensated by the City when justified

in writing and include any public safety call for service report number.

If needed, the Contractor shall assist the public by summoning emergency assistance while at the site. The

Contractor shall cooperate fully with City in the investigation of any injury or death occurring at any site,

including a complete written report.

Green Business Practices

The City of Gilroy observes an Environmentally Preferable Purchasing Policy (Attachment D)

Additionally, several City buildings are designated “Green Businesses by the”Santa Clara

County Green Business Program. Cleaning products, supplies, and cleaning practices must

conform to green business standards. All cleaning materials, products and supplies are subject

to approval of the Project Manager. The successful contractor will submit samples and/or

product cut-sheets for approval.

TECHNICAL SPECIFICATIONS

SCOPE: Contractor shall maintain the mechanical systems, components, and hardware listed on

ATTACHMENT D – Included Buildings and Equipment.

The City is requesting annual prices per building for two different options for mechanical

maintenance of HVAC equipment as follows:

FULL-SERVICE MECHANICAL MAINTENANCE SERVICE:

Full-Service Mechanical Maintenance Services will include all labor, equipment, tools,

component repair and replacement, parts, materials, belts, filters, etc. necessary to maintain and


15

repair listed mechanical HVAC equipment.

Full-Service Mechanical Services shall include:

1. Preventive Maintenance – Each preventive maintenance call will be scheduled on a

regular basis and shall include a list of tasks to be performed. Maintenance intervals shall

be determined based on equipment run-time, application, location, maintenance

experience, and manufacturer’s specifications according to best practices. Each

preventive maintenance service will be documented on a report detailing what tasks were

completed and listing parts, supplies and components were used.

2. Predictive Maintenance – Perform system analysis & monitoring on equipment to detect

early signs of deteriorating performance and predict potential equipment failures. Take

corrective action.

3. Component Repair and Replacement – Repair or replace worn/failed components and

parts at no additional charge.

4. Operational Analysis – Analyze condition of equipment and review operational programs

required to minimize operating costs, reduce energy consumption, and accommodate

changing needs.

5. Emergency Service – Provide emergency service for mechanical equipment as needed

with a maximum four-hour response time.

A-1

ATTACHMENT A – NON COLLUSION DECLARATION

I, , declare as follows:

That I am the of , the party making the

attached proposal; that the proposal is not made in the interest of any undisclosed person,

partnership, company, association, organization, or corporation; that the proposal is genuine and

not collusive or sham; that the proposer has not directly or indirectly induced or solicited any

other proposer to put in a false or sham proposal, and had not directly or indirectly colluded,

conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal or that

anyone shall refrain from proposing, that the proposer has not in any manner, directly or

indirectly, sought by agreement, communication or conference with anyone to fix the proposal

price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the

proposal price, or of that of any other proposer, or to secure any advantage against the public

body awarding the contract of anyone interested in the proposed contract; that all statements

contained in the proposal are true, and, further, that the proposer has not, directly or indirectly,

submitted his or her proposal price or any breakdown thereof, or the contents thereof, or

divulged information or data relative thereto, or paid and will not pay, any fee to any

corporation, partnership, company association, organization, proposal depository, or to any

member of agent thereof to effectuate a collusive or sham proposal.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct.

Executed this day of , 2019 at Gilroy, California.

By

Title:

NOTE: Signature must be notarized.

Authority: Public Contract Code 7106

CCP 2015.5

B-1

ATTACHMENT B

COST PROPOSAL – OPTION 1 - FULL-SERVICE MECHANICAL MAINTENANCE

19-RFP-FAC-421

The City of Gilroy reserves the right to award all, part, or none of the proposals. Please provide

a cost for each individual facility and a lump-sum cost, with any discount, for the total cost for

all facilities.

ANNUAL COST

FOR 1st YEAR

(7/1/13 - 6/30/14)

ANNUAL COST

FOR 2nd

YEAR

(7/1/14 - 6/30/15)

ANNUAL COST

FOR 3rd

YEAR

(7/1/15 – 6/30/16)

CHESTNUT FIRE STATION $ $ $

CHRISTMAS HILL PARK –

T.E.E.C. BUILDING $ $ $

CITY HALL $ $ $

CITY HALL ANNEX $ $ $

CORPORATION YARD –

ADMINISTRATION & FLEET

BUILDINGS

$ $ $

LAS ANIMAS FIRE STATION $ $ $

LAS ANIMAS VETERANS PARK

RECREATION BUILDING $ $ $

MUSEUM $ $ $

POLICE DEPARTMENT $ $ $

SAN YSIDRO PARK


SENIOR CENTER $ $ $

SUNRISE FIRE STATION $ $ $

WHEELER COMMUNITY

CENTER $ $ $

WILLEY HOUSE $ $ $

TOTAL ANNUAL COST

FOR ALL FACILITIES $ $ $

ATTACHMENT B

B-2

COST PROPOSAL – OPTION 2 - PREVENTIVE MAINTENANCE ONLY

19-RFP-FAC-421

The City of Gilroy reserves the right to award all, part, or none of the proposals. Please provide

a cost for each individual facility and a lump-sum cost, with any discount, for the total cost for

all facilities.

ANNUAL COST

FOR 1st YEAR

(3/1/19 - 2/28/20)

ANNUAL COST

FOR 2nd

YEAR

(3/1/20 - 2/28/21)

ANNUAL COST

FOR 3rd

YEAR

(3/1/21 – 2/28/22)

CHESTNUT FIRE STATION $ $ $

CHRISTMAS HILL PARK –

T.E.E.C. BUILDING $ $ $

CITY HALL $ $ $

CITY HALL ANNEX $ $ $

CORPORATION YARD –

ADMINISTRATION & FLEET

BUILDINGS

$ $ $

LAS ANIMAS FIRE STATION $ $ $

LAS ANIMAS VETERANS PARK


MUSEUM $ $ $

POLICE DEPARTMENT $ $ $

SAN YSIDRO PARK


SENIOR CENTER $ $ $

SUNRISE FIRE STATION $ $ $

WHEELER COMMUNITY

CENTER $ $ $

WILLEY HOUSE $ $ $

TOTAL ANNUAL COST

FOR ALL FACILITIES $ $ $

WE HAVE RECEIVED ALL ADDENDUM NUMBERS: __________________

B-3

COMPANY NAME AND ADDRESS: _________________________________

_________________________________

_________________________________

AUTHORIZED SIGNATURE: _______________________________________

TITLE: _______________________________________

DATE: _______________________________________

The undersigned hereby certifies that this bid is genuine and not sham or collusive,

or made in the interest or in behalf of any person not herein named, and that the

undersigned has not directly or indirectly induced or solicited any other bidder to put in a

sham bid, or any other person, firm or corporation to refrain from bidding, and that the

undersigned has not in any manner sought by collusion to secure for himself an

advantage over any other bidder.

The City reserves the right to reject any and all bids and to waive any informality or

irregularity in bids received. The City may award the project as a whole or may award only

specific locations as may be convenient for the City.

It is agreed that this bid may not be withdrawn for a period of 60 days from the opening

thereof.

The terms and conditions of the final contract when executed shall control and supersede

anything herein to the contrary or inconsistent with such contract.

The names of all persons interested in the foregoing bid as principals are as follows:

NOTE: If bidder or other interested person is a corporation state legal name of corporation, also

names of the president, secretary, treasurer, and manager thereof; if a co-partnership,

state true name of firm, also names of all individual co-partners composing the firm; if

bidder or other interested person is an individual, state first and last name in full.

Licensed in accordance with an act providing for the regulations of

Contractors, License No. __________________ Expiration Date __________________.

Under penalty of perjury I certify that the above information is true and correct.

Signature of Bidder

Approved Representative of Contractor

NOTE: If bidder is a corporation, the legal name of the corporation shall be set forth together

with the signature of the officer or officers authorized to sign contracts on behalf of the

B-4

corporation: If bidder is a co-partnership, the true name of the firm shall be set forth

above, together with the signature of the partner or partners authorized to sign contract

on behalf of the co-partnership and if bidder is an individual, his signature shall be

placed above.

Business Address: ______________________________________________________________

Place of Residence: _____________________________________________________________

Dated: , 2019

The estimate of project quantities hereinbefore set forth is approximate only, being given

as a basis for the comparison of bids and the City does not expressly or by implication agree that

the actual amount of work will correspond therewith, but reserves the right to increase the

amount of any class or portion of the work or to omit portions of the work as may be deemed

necessary or expedient by the Project Manager.

All bids will be compared on the basis of the Project Manager's estimate of the quantities

of the work to be done.

The undersigned has checked carefully all of the above figures and understands that the

City shall not be responsible for any errors or omissions on the part of the undersigned in making

up this bid.

C-1

ATTACHMENT C - CONTRACTOR I N F O R M A T I O N

1. Provide the legal name(s) and address(s) of your company:

2. Provide the names and phone numbers of the primary and secondary contacts for this project:

Primary Contact: Phone:

Secondary Contact: Phone:

3. Provide the following information regarding your company: Years in Business:

Federal Employer’s I.D. Number or Social Security Number:

California Employer’s I.D. Number if applicable:

City of Gilroy Business License Number (if contractor already possesses one):

4. Total Number of Employees: _____________________________

Technical: ____________________________________________

Administrative: ________________________________________

Other: ________________________________________________

5. Contractor will provide a completed W-9 upon award of contract.

6. Provide additional copies of this attachment for all Subcontractors that you anticipate

being included as part of your team. Please identify as subcontractor and indicate

proposed type of service to be provided.

F-1

ATTACHMENT F – SAFETY – WORKERS’ COMPENSATION

EXPERIENCE MODIFICATION RATE STATEMENT

The following information will be used to determine if Contractor meets the minimum safety

requirements for this project. It is the city’s goal to have the Contractor’s three year average

Workers’ Compensation Experience Modification be not greater than 1.00 (100%). The

Contractor shall list its Experience Modification Rate (EMR) for the last three complete years.

This information should be available from your insurance carrier.

To verify the above information, the City will contact the Contractor’s Workers’ Compensation

Insurance carrier. Failure to release this information will result in the bid being non-responsive

and result in automatic disqualification of the bid.

The undersigned hereby authorizes the insurance company listed below to release the

information requested hereon to an authorized City of Gilroy representative.

Workers’ Compensation Insurance Company: ________________________________

Contact Person for Insurance Company: ________________________________

Insurance Company Contact Person Phone Number: ________________________________

Signed this ______ day of ____________________, 2019

_______________________________________________ Contractor Name

_______________________________________________ Authorized Signature

_______________________________________________ Title of Signatory

G-1

ATTACHMENT G

City of

Gilroy

Purchasing Policy

Section I

Regulations

Procedure No.

2

Date May 26, 1993

Subject: Environmentally Preferable Purchasing (EPP) Policy

Revision Date:

March 5, 2007

Approved:

GENERAL

It is the policy of the City of Gilroy to purchase products that minimize environmental impacts,

toxins, pollution, and hazards to worker and community safety to the greatest extent possible.

The City will purchase products that include recycled content, are durable and long lasting,

conserve energy and water, use agricultural fibers and residues, reduce greenhouse emissions,

use unbleached or chlorine free manufacturing processes, are lead-free and mercury-free, and use

wood from sustainable harvested forests. The City will institute practices to reduce waste and

minimize environmental impacts whenever practical and cost effective by increasing product

efficiency and effectiveness, but without reducing safety or workplace quality while promoting

the fair treatment of all races, cultures and incomes with respect to this policy. The City will

encourage vendors, contractors and grantees to implement this policy for all products and

services provided to the City of Gilroy.

PURPOSE

The primary purpose of this policy is to minimize the negative environmental impacts of the

City’s activities by ensuring the procurement of products and services that:

Conserve natural resources;

Minimize pollution and use of water and energy;

Reduce materials that are land filled;

Support strong recycling markets;

Identify environmentally preferable products and distribution systems;

Increase the use and availability of environmentally preferable products;

Reward manufacturers and vendors that reduce environmental impacts in their production

and distribution systems; and

Create a model for successfully purchasing environmentally preferable products that

encourages other purchasers in our community to adopt similar goals.

G-2

Section 1

Regulations Procedure 2

Subject: Environmentally Preferable Purchasing

(EPP) Policy

Revision Date:

March 5, 2007

POLICY

The City of Gilroy will:

Implement the City of Gilroy’s Environmentally Preferable Purchasing (EPP) Practices

Guide (see Appendix A) as a departmental guide to purchasing environmentally preferable

products and services. The EPP Practices Guide outlines the goals, specifications,

definitions, and priorities of the Environmentally Preferable Purchasing Policy of the City of

Gilroy. The EPP Practices Guide will be evaluated and updated each fiscal year by the

Green Team Committee, and the Environmental Programs Coordinator will provide City

Council with an annual report on the success of this policy’s implementation;

Purchase products that contain recycled material or have the potential of being recycled if

fitness, quality, purpose, and price are substantially equal. City departments, divisions,

offices, boards, and commissions are subject to this policy, and should ensure that

performance standards of particular products or overly stringent specifications do not hinder

the incorporation for the use of recycled materials, reusable products, and products designed

to be recycled to the extent practical. City departments shall examine their purchasing

specifications and where feasible restructure them to state they be made of recycled material;

Purchase environmentally preferable products and services where criteria have been

established by governmental agencies or other widely recognized authorities (e.g. Energy

Star, EPA Eco Purchasing Guidelines);

Raise staff awareness on the environmental issues affecting procurement by providing

relevant information and training through the EPP Practices Guide and departmentalized lists

identifying specific EPP products and sources;

Encourage suppliers and contractors to offer environmentally preferable products and

services at competitive prices;

Encourage providers of services to consider environmental impacts of service delivery; and

Comply with all environmental legislative and regulatory requirements in the purchase of

products and services.

Nothing in this policy shall be construed as requiring a department, agency or contractor to

procure products that do not perform adequately for their intended use or are not available at a

reasonable price in a reasonable period of time.

H-1

ATTACHMENT H

CITY OF GILROY STANDARD AGREEMENT FOR SERVICES

Note that this document is continually being updated. The document signed by the successful

contractor may differ from this agreement. If a proposer wishes to take exception to any of the

terms and conditions contained in the contractor agreement, these should be identified

specifically; otherwise it will be assumed that the proposer is willing to enter into the agreement

as it is written. The City will consider such exceptions as part of the evaluation process which

may constitute grounds for rejection of the proposal. The contractor agreement will not be

executed by the City without first being signed by the proposer.

H-2

ATTACHMENT A - SAMPLE AGREEMENT FOR SERVICES

This sample agreement is current as of the date of this RFP, but is subject to change at the City’s

discretion.

H-3

AGREEMENT FOR SERVICES

(For design professional contracts over $5,000)

This AGREEMENT made this day of , between:

CITY: City of Gilroy, having a principal place of business at

7351 Rosanna Street, Gilroy, California

and CONSULTANT: , having a principal place of business at

.

ARTICLE 1. TERM OF AGREEMENT

This Agreement will become effective on and will continue in effect through unless terminated

in accordance with the provisions of Article 7 of this Agreement.

ARTICLE 2. INDEPENDENT CONTRACTOR STATUS

It is the express intention of the parties that CONSULTANT is an independent contractor and not

an employee, agent, joint venture or partner of CITY. Nothing in this Agreement shall be

interpreted or construed as creating or establishing the relationship of employer and employee

between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties

acknowledge that CONSULTANT is not an employee for state or federal tax purposes.

CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S

employees, including, without limitation, disability or unemployment insurance, workers’

compensation, medical insurance, sick leave, retirement benefits or any other employment benefits.

CONSULTANT shall retain the right to perform services for others during the term of this

Agreement.

ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT

A. Specific Services

CONSULTANT agrees to: perform the services as outlined in Exhibit “A” (“Specific Provisions”)

and Exhibit “B” (“Scope of Services”) within the time periods described in and Exhibit “C”

(“Milestone Schedule”).

B. Method of Performing Services

CONSULTANT shall determine the method, details and means of performing the above-described

services. CITY shall have no right to, and shall not, control the manner or determine the method of

accomplishing CONSULTANT’S services.

C. Employment of Assistants

CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as

CONSULTANT deems necessary to perform the services required of CONSULTANT by this

H-4

Agreement, subject to the prohibition against assignment and subcontracting contained in Article

5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the

performance of those services. CONSULTANT assumes full and sole responsibility for the

payment of all compensation and expenses of these assistants and for all state and federal income

tax, unemployment insurance, Social Security, disability insurance and other applicable

withholding.

D. Place of Work

CONSULTANT shall perform the services required by this Agreement at any place or location and

at such times as CONSULTANT shall determine is necessary to properly and timely perform

CONSULTANT’S services.

ARTICLE 4. COMPENSATION

A. Consideration

In consideration for the services to be performed by CONSULTANT, CITY agrees to pay

CONSULTANT the amounts set forth in Exhibit “D”. In no event however shall the total

compensation paid to CONSULTANT exceed .

B. Invoices

CONSULTANT shall submit invoices for all services rendered.

C. Payment

Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will

be made unless CONSULTANT has first provided City with a written receipt of invoice describing

the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV)

incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY

shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice,

give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not

constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it

has objected until the objection has been resolved by mutual agreement of the parties.

D. Expenses

CONSULTANT shall be responsible for all costs and expenses incident to the performance of

services for CITY, including but not limited to, all costs of equipment used or provided by

CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against

CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be

responsible for any expenses incurred by CONSULTANT in performing services for CITY, except

for those expenses constituting “direct expenses” referenced on Exhibit “A.”

H-5

ARTICLE 5. OBLIGATIONS OF CONSULTANT

A. Tools and Instrumentalities

CONSULTANT shall supply all tools and instrumentalities required to perform the services under

this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any

tools, equipment or services from CITY.

B. Workers’ Compensation

CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S

employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and

indemnify CITY, its officers, representatives, agents and employees from and against any and all

claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,

including without limitation attorneys’ fees, arising out of any injury, disability, or death of any of

CONSULTANT’S employees.

C. Indemnification of Liability, Duty to Defend

1. As to professional liability, to the fullest extent permitted by law, CONSULTANT

shall defend, through counsel approved by CITY (which approval shall not be unreasonably

withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees

against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities

and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly

or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or

CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or

death of any person or damage to any property.

2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall

defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),

indemnify and hold harmless CITY, its officers, representatives, agents and employees against any

and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and

expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly

from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or

agents, including all claims relating to the injury or death of any person or damage to any property.

D. Insurance

In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to

CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability

Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,

with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due

to bodily injury, sickness or disease, or death to any person, and damage to property, including the

loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum

coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however,

Professional Liability Insurance written on a claims made basis must comply with the requirements

set forth below. Professional Liability Insurance written on a claims made basis (including without

limitation the initial policy obtained and all subsequent policies purchased as renewals or

replacements) must show the retroactive date, and the retroactive date must be before the earlier


of the effective date of the contract or the beginning of the contract work. Claims made

Professional Liability Insurance must be maintained, and written evidence of insurance must be

provided, for at least five (5) years after the completion of the contract work. If claims made

coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a

retroactive date prior to the earlier of the effective date of the contract or the beginning of the

contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for

a minimum of five (5) years after completion of work, which must also show a retroactive date that

is before the earlier of the effective date of the contract or the beginning of the contract work. As a

condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish

written evidence of such coverage (naming CITY, its officers and employees as additional insureds

on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific

endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a

material change in policy terms.

E. Assignment

Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or

obligations of CONSULTANT under this Agreement may be assigned or subcontracted by

CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole

and absolute discretion.

F. State and Federal Taxes

As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all

required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges

and agrees that:

CITY will not withhold FICA (Social Security) from CONSULTANT’S

payments;

CITY will not make state or federal unemployment insurance contributions on

CONSULTANT’S behalf;

CITY will not withhold state or federal income tax from payment to

CONSULTANT;

CITY will not make disability insurance contributions on behalf of

CONSULTANT;

CITY will not obtain workers’ compensation insurance on behalf of

CONSULTANT.

G. Prevailing Wage

The CONSULTANT agrees and acknowledges that it is its obligation to determine whether, and to

what extent, the work performed under this Agreement is subject to any Codes, Ordinances,

Resolutions, Rules and other Regulations and established policies of the City and the laws of the

State of California, the United States, the California Labor Code and Public Contract Code relating to

public contracting and prevailing wage laws. The CONSULTANT shall ensure that all

subcontractors are informed and are required to pay prevailing wages in compliance with the

California Labor Code and the regulations thereunder. It shall be the duty of the CONSULTANT

to post a copy of applicable prevailing wages at the job site. Prevailing wage information may be


obtained at www.dir.ca.gov.

ARTICLE 6. OBLIGATIONS OF CITY

A. Cooperation of City

CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at

reasonable times following receipt by CITY of reasonable notice, to all documents reasonably

necessary to the performance of CONSULTANT’S duties under this Agreement.

B. Assignment

CITY may assign this Agreement or any duties or obligations thereunder to a successor

governmental entity without the consent of CONSULTANT. Such assignment shall not release

CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.

ARTICLE 7. TERMINATION OF AGREEMENT

A. Sale of Consultant’s Business/ Death of Consultant.

CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than

thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement

within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to

this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth

in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY’ receipt of such notice of

sale.

If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon

death of CONSULTANT.

B. Termination by City for Default of Consultant

Should CONSULTANT default in the performance of this Agreement or materially breach any of

its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written

notification to CONSULTANT. For the purposes of this section, material breach of this Agreement

shall include, but not be limited to the following:

1. CONSULTANT’S failure to professionally and/or timely perform any of the

services contemplated by this Agreement.

2. CONSULTANT’S breach of any of its representations, warranties or covenants

contained in this Agreement.

CONSULTANT shall be entitled to payment only for work satisfactorily completed through the

date of the termination notice, as reasonably determined by CITY, provided that such payment

shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C”

which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding

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the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the

performance of this Agreement or material breach by CONSULTANT of any of its provisions, then

in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY,

within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to

complete the tasks constituting the scope of work as described in this Agreement, to the extent such

costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT

for the performance of that task pursuant to this Agreement.

C. Termination for Failure to Make Agreed-Upon Payments

Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4

of this Agreement on the date due, then if and only if such nonpayment constitutes a default under

this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if

such default is not remedied by CITY within thirty (30) days after demand for such payment is

given by CONSULTANT to CITY.

D. Transition after Termination

Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially

cause any damage or harm to person or property, in which case CONSULTANT shall cease such

work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection

with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward

completion of the services required hereunder, and shall act in such a manner as to facilitate any the

assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such

services.

ARTICLE 8. GENERAL PROVISIONS

A. Amendment & Modification

No amendments, modifications, alterations or changes to the terms of this Agreement shall be

effective unless and until made in a writing signed by both parties hereto.

B. Americans with Disabilities Act of 1990

Throughout the term of this Agreement, the CONSULTANT shall use due professional care to

comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the

Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also

require such compliance of all subcontractors performing work under this Agreement, subject to

the prohibition against assignment and subcontracting contained in Article 5 above. The

CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the

CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,

claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including

without limitation attorneys’ fees, that may arise out of any violations of the Act by the

CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either.

C. Attorneys’ Fees

If any action at law or in equity, including an action for declaratory relief, is brought to enforce


or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable

attorneys’ fees, which may be set by the court in the same action or in a separate action brought for

that purpose, in addition to any other relief to which that party may be entitled.

D. Captions

The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement

are for convenience only and shall not be considered nor referred to for resolving questions of

interpretation.

E. Compliance with Laws

The CONSULTANT shall keep itself informed of all State and National laws and all municipal

ordinances and regulations of the CITY which in any manner affect those engaged or employed in

the work, or the materials used in the work, or which in any way affect the conduct of the work,

and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over

the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the

Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a

contract or subcontract to the CITY OF GILROY for public works or for goods or services to

refrain from discriminatory employment or subcontracting practices on the basis of the race, color,

sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any

potential subcontractor.

F. Conflict of Interest

CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any

public agency interested in this Agreement has any pecuniary interest in the business of

CONSULTANT and that no person associated with CONSULTANT has any interest that would

constitute a conflict of interest in any manner or degree as to the execution or performance of this

Agreement.

G. Entire Agreement

This Agreement supersedes any and all prior agreements, whether oral or written, between the

parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains

all the covenants and agreements between the parties with respect to the rendering of such services

in any manner whatsoever. Each party to this Agreement acknowledges that no representations,

inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone

acting on behalf of any party, which are not embodied herein, and that no other agreement,

statement or promise not contained in this Agreement shall be valid orbinding.

No other agreements or conversation with any officer, agent or employee of CITY prior to

execution of this Agreement shall affect or modify any of the terms or obligations contained in any

documents comprising this Agreement. Such other agreements or conversations shall be considered

as unofficial information and in no way binding upon CITY.


H. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of

California without regard to the conflict of laws provisions of any jurisdiction. The exclusive

jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and

federal courts located in Santa Clara County, California.

I. Notices

Any notice to be given hereunder by either party to the other may be effected either by personal

delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.

Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section

V.I. but each party may change the address by written notice in accordance with this paragraph.

Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be

deemed delivered as of three (3) days after mailing.

J. Partial Invalidity

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or

unenforceable, the remaining provisions will nevertheless continue in full force without being

impaired or invalidated in any way.

K. Time of the Essence

All dates and times referred to in this Agreement are of the essence.

L. Waiver

CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance

under this Agreement shall not be construed as waiver(s) of any other condition of performance

under this Agreement.


Executed at Gilroy, California, on the date and year first above written.

CONSULTANT: CITY:

CITY OF GILROY

By: By:

Name: Name:

Title: Title:

Social Security Taxpayer

Identification Number

Approved as to Form ATTEST:

City Attorney City Clerk

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