2023-RFB-0315_Scope_of_Services.pdf

2023-RFB-0315 - Dump Truck Rental with Driver

INTRODUCTION

This Request for Bid (RFB) is to establish multi-year, annual contract for Dump Truck Rental with Driver for the Sacramento County Department of Transportation, Maintenance and Operations Section. Such services will be requested on an “as needed” basis during the contract period, and shall be provided in accordance with the specifications, special provisions, terms and conditions set forth herein. The initial contract period will be for one year from the date of award. To promote efficiency and economy, the County reserves the right to renew the contract period for four (4) additional one-year periods, for a total of five years, upon mutual agreement between the Contractor and the County. The county reserves the right to award more than one contract for these services.

The initial contract period shall not exceed $705,000.00 (combined total if more than one contract award).

SPECIFICATIONS

Scope of Services:

1. Equipment will be ordered on an “as needed” basis during the contract period. Normally, one-day’s prior notice is given except in an emergency. In an emergency, time is of the essence and Contractor shall provide equipment without prior notice. When the number of trucks needed exceeds ten (10) on a project, a five-day’s notice will be given. If Contractor is unable to provide the number of trucks ordered, Contractor shall notify the project supervisor at least two (2) working days prior to the scheduled delivery date.

2. The project supervisor may require trucks to pull or push a Highway Class paver or a shoulder maintainer (hooks to trucks by a wheel lock). Similarly, the project supervisor may require 5-axle transfers or bottom dumps to pull a spreader box and spread material (connects to truck by rear chain hook). All trucks must have dump bed aprons, tailgate chains and rear steel rims.

3. Contractor shall follow all safety orders required by the California Department of Industrial Relations and Cal-OSHA (California Occupational Safety and Health Administration) that apply to the subject occupation. In addition, trucks shall comply with all applicable sections of the California Vehicle Code.

The project supervisor reserves the right to reject any truck he or she deems too old and/or in poor condition. All equipment shall be maintained in good operating condition.

4. Operators must have a minimum of two (2) years of experience. Operators must meet California DMV requirements and possess a valid Class A and/or Class B California Driver License, with no more than 5 points accumulated against operators’ California DMV record. If Contractor provides non-skilled, inefficient operators and/or unsafe trucks, the County will not tolerate it and will not pay for it. In such case, the County may call for a replacement. Example #1: If the County ordered one 10-wheeler with chains and the truck came with no chains, the County will not pay for it and may call for a replacement.

Example #2: If the County requested to load up at 8:30 a.m. and the operator loaded up at 7:45 a.m., the

County will not pay for the time before 8:30 a.m.

5. Minimum charge per truck per day shall be four (4) hours; minimum charge per truck per day after 4:00 p.m. shall be eight (8) hours if the operator started at the beginning of the day. Minimum charge shall not apply if the County cancelled its request by 4:30 p.m. on the working day prior to the scheduled delivery date.

Notwithstanding, during inclement weather (when work may be shut down due to weather), minimum charge per truck per day shall be two (2) hours if not cancelled with Contractor two (2) hours before load time.

Minimum charge shall not apply when equipment breaks down.

6. Payment will be made in arrears. Hourly rate is to start at site of initial loading or assignment and shall end at return to origin, Bradshaw Corporation Yard, or North County Corporation Yard, whichever is closer to the jobsite.

7. The County will not pay for the time when the Contractor’s equipment breaks down. In the event a load is loss due to the Contractor, the value of the load will be deducted from payment(s) due to the

Contractor. Additionally, the County will not pay for time taken for meals.

8. Contractor shall be responsible for and hold the County harmless from damages to a third party and/or equipment when equipment is being operated by the Contractor’s operators, except when being operated under and pursuant to the specific direction and control of authorized county personnel.

9. Failure of Contractor to provide, at the designated time and location, the number of trucks specified on two (2) separate occasions during a contract period may result in termination of contract. Termination may also occur when Contractor or its Subcontractors fail to provide satisfactory performance, such as operators loading the wrong material, taking longer than necessary to haul, or going to the wrong location. First offense will result in a warning and subsequent violations will result in termination of contract.

10. All subcontractors shall be dispatched from a central location or shall be accessible by telephone (office, fax, cellular) and/or email. Contractor shall be responsible for its subcontractors. If Contractor or its subcontractor(s) fail to perform satisfactorily, liquidated damages may also be assessed at a rate of

$50.00 per hour times a minimum of four (4) hours. For example, if the County ordered eight transfers with advance notification and only 6 showed up. The County may assess liquidated damages totaling

$400.00 [($50.00 x 4 hours) x 2] since the County was shorted 2 transfers.

SPECIAL PROVISIONS

Conflict of Interest: Contractor and contractor’s officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property or source of income from which could be financially affected by or otherwise conflict in any manner or degree with the services to be performed hereunder.

Changes to Bid: County retains the right to negotiate changes in a bid by any offeror, and/or to reject any or all bids if none of the submittals are responsive to the requirements of the County.

Public Record: All bids become the property of County. Accepted bids and their subsequent awards are retained as public records. Proprietary information must be clearly marked as such. Pricing and service elements of the successful bid will not be considered proprietary information.

Terms of Sale: Terms of sale may include a cash discount; however, a minimum of “Net 30 days” will be required for this RFB/award.

Cash Discounts: Cash discounts of less than thirty (30) days and cash discounts offered with 10th proximo will be considered as “Net 30 days” in the calculation of lowest bid.

F.O.B. Point: The F.O.B. point shall be F.O.B. destination, various job sites.

Estimated Quantities: Quantities (or expenditures) shown are merely estimates for a year. The County does not guarantee to purchase a minimum quantity and does not guarantee to purchase any remaining stock acquired by Contractor in support of the contract.

Minimum Order Requirements: Minimum order or other restrictions must be clearly indicated in your bid response. Nevertheless, the County may reject high minimum order requirements. Exceptions will only be made if savings warrant it and space is available.

Contract Period: The initial term shall be one year from the date of award, targeted for May 1, 2019. To promote efficiency and economy, the County reserves the right to extend the contract period for four (4) additional one-year periods, for a total of five years. Such extension(s) will be at the County’s option, subject to same terms, conditions, favorable prices, and agreement between the Contractor and the County.

Hourly Rates: Enter your hourly rates for the first, second, third, fourth and fifth years in Appendix I – Pricing.

Hourly rates entered for each year shall remain “firm” for each of those years, in their entirety. Hourly rates entered shall cover dump truck rental, licensed driver (wage and employer payments), fuel, wear of equipment, permit, insurance, sales/use tax if applicable, other direct or indirect expense, profit, overhead, and et al.

Bill-to Address: Upon delivery and acceptance, invoices shall be rendered in arrears – once or twice a month or every two weeks during the busy season. Send invoices to:

Department of Transportation M&O

County of Sacramento

Attention: Accounts Payable

4100 Traffic Way

Sacramento CA 95827-3814

Other departments may order trucks from time to time during the contract period. In such events, Contractor shall obtain their Contract Shipping Order Numbers (CSO#, aka PO#) and their billing addresses.

Invoicing:

1. Prepare invoices in duplicate; Sacramento County requires an original and a copy for each separate invoicing.

2. Each invoice shall contain a minimum of the following information: invoice number and date; remittance address; "bill to" and "ship to" addresses; contract shipping order number (CSO#); quantities; item descriptions, unit prices and extensions; applicable sales/use tax; and an invoice total.

3. Before supplying any goods or services to the County, the vendor must obtain a CSO number from the ordering department. ACSO is an authorized release (Purchase Order) against the contract and shall be provided in written form. “Verbal” orders are not acceptable. For a CSO to be considered valid, it must be within the scope of this contract and be consistent with its pricing, terms and conditions. The CSO number must be referenced on all documents related to the order (packing slips, invoices, etc.). Failure to obtain a

CSO and reference its number may result in the delay or non-payment of the invoice.

4. Upon delivery and acceptance, invoices shall be rendered in arrears, once or twice a month or every two weeks.

5. Invoice discrepancies shall be handled in a professional, courteous, and expeditious manner.

6. In the State of California, government agencies are not allowed to pay excess interest and late charges.

Pursuant to Government Code Section 926.10, interest or late charges shall not exceed six percent per annum.

Such charges commence the 61st day from the receipt date of the original undisputed invoice.

Payment: Payment is made in arrears (30 days) to Contractor after final inspection and acceptance of the work.

Contractor will be compensated in full (amount of estimate) for furnishing all labor, supervision, equipment, power, light, tools and materials, and for successfully carrying out and completing all work according to schedule, plans and applicable codes.

Business License: Contractor must possess a valid business license.

Contractor’s License: Contractor shall possess a current, active license from the California Contractors State

License Board.

Licenses, Permits and Contractual Good Standing: Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento and all other appropriate governmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of contract and constitutes grounds for the termination of contract by County.

Contractor further certifies to County that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, State or county government contracts. Contractor certifies that it shall not contract with a Subcontractor that is so debarred or suspended.

Sacramento County Standard Construction Specifications: The Sacramento County Public Works January

2016 Standard Construction Specifications (http://www.saccountyspecs.net) shall govern all construction work to be performed.

Labor: All workmanship shall be first class throughout and only experienced qualified journeymen shall be employed under proper capable supervision.

Pursuant to California Labor Code Division 2, Part 7, Chapter 1, Articles 1 and 3, eight (8) hour's labor shall constitute a legal day's work, and no worker in the employment of Contractor or any Subcontractor, doing or contracting to do any part of the work contemplated by this Agreement, shall be required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours during any one calendar week, except as provided in Section 1815 of the California Labor Code.

Payment Bond (Labor & Materials): Pursuant to Civil Code 3247, for work involving an expenditure of greater than $25,000 the successful bidder(s) may be requested to furnish a Payment Bond prior to commencement of work. If requested, the successful bidder(s) shall furnish the payment bond within fourteen

(14) consecutive days after written Notice of Award. Said bond shall be secured from a surety company acceptable to the County of Sacramento and authorized or licensed by the State of California.

For each year of the contract, Sacramento DOT may have up to ten (10) separate road projects involving an expenditure of greater than $25,000 each. For these projects, Contractor may be required to furnish a payment bond prior to commencement of work. Enter your hourly rates in Appendix I – Pricing. There will be a table to enter your hourly rates without the payment bond requirement and a table to enter your hourly rates with the payment bond requirement.

Supervision: Contractor shall provide a competent foreman to oversee and monitor the contract work. Such person shall have the authority and commitment to act in the County’s best interest.

Timely Delivery: Time is of the essence on this Agreement. Contractor shall complete all work called for as scheduled.

Health and Safety: Contractor shall plan and conduct work in a manner that will safeguard all persons from injury and shall take all precautions as required by California Department of Industrial Relations and Cal-

OSHA (California-Occupational Safety and Health Administration).

http://www.saccountyspecs.net/

Hazardous Materials: All materials subject to the requirements of the State of California, Code of

Regulations, Title 8, Article 110, Section 5194 must be identified.

Safety Data Sheet: All hazardous materials must be accompanied by a “safety data sheet” (SDS) at the time of delivery as required by law. Sacramento County will not accept hazardous materials without the required SDSs.

Correspondence: Contractor or his/her designated officer shall respond to all inquiries and complaints expeditiously in a professional manner. The Contract Services Officer (Buyer) shall receive a copy of all correspondence.

General Liability of Contractor: Except as otherwise noted, Contractor shall do all work and furnish all necessary labor, supervision, training, equipment, apparatus, tools, materials, transportation, fuel, etc. to perform and complete the work in the time and manner required. The mention of any specific duty or liability of Contractor shall not be construed as limitation or restriction of any general liability or duty of Contractor and, any reference to any specific duty or liability shall be construed to be for the purpose of explanation only.

Subcontracting: Contractor may subcontract portion(s) of the work, as long as Contractor retains the bulk of the work. Any subcontracting will be solely between Contractor and its subcontractor(s). Contractor will remain responsible for all work performed under this Agreement, as though Contractor performed all the work.

Additionally, Contractor shall remain the sole agent dealing with the County.

If subcontracting is proposed, bidders shall provide information about their subcontractors in Appendix K –

Vendor Questionnaire. Subcontracting is subject to prior approval from the County.

Standards of Conduct: Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity and shall be responsible for taking such disciplinary action with respect to his/her employees as may be necessary. In addition, Contractor and crew shall always be courteous, cooperative, and professional toward county representatives and the public in the course of their work. All assignments and problems shall be handled promptly and professionally to the satisfaction of the County and its customers.

Work on County Premises: Except for those risks inherent in the contracted work, County agrees to provide

Contractor and its employees a safe working environment for any work that must be undertaken on premises owned or leased by County. While Contractor's employees are on County's premises, Contractor shall maintain strict work discipline and carry out its work in compliance with governmental laws and occupational health and safety regulations.

Protection of Materials and Equipment: Contractor shall protect the work, materials, and equipment from damage due to the nature of the work, the action of the elements, trespassers, or other clauses. Contractor shall properly store materials and equipment, and when necessary, erect such temporary structures as are required to protect them from damage.

Protection of Property and Environment: Contractor shall take every precaution to protect all public and private property during the performance under the contract. Any damage to existing facility or property caused by

Contractor's personnel or equipment shall or will be promptly repaired to the condition existing before the damage or be replaced. All costs for such repairs or replacements shall be the sole responsibility of the Contractor.

Contractor shall be environmentally responsible. Any spills or releases of hazardous wastes – occurring while under Contractor’s control and possession and not caused by the negligence or willful misconduct of County – shall be the sole responsibility of the Contractor.

County Stormwater Ordinance: Sacramento County Code, Article 2, Chapter 15.12.100 (County Stormwater

Ordinance) prohibits non-stormwater discharges to the County’s storm drainage systems and local waters.

Contractor shall abide by the County Stormwater Ordinance.

URL: http://www.sactostormwater.org/industry.asp.

Cleaning-up: Throughout the service period, Contractor shall keep the work site in a presentable condition and dispose of any surplus materials. Upon completion of work, and prior to requesting final inspection, Contractor shall thoroughly clean the work site of all rubbish, excess material, and equipment. The final inspection will not be made until this has been accomplished.

Inspection of Services: All services, including labor, facilities, equipment and materials furnished or utilized in the performance of services shall be subject to inspection and test by the County to the extent practicable, at all times and places during the term of this Agreement. All inspections by the County shall be made in such a manner as not to unduly delay the work.

County may require inspections of any Contractor owned or operated facility for purposes of insuring compliance with contract specifications, special provisions, terms and conditions.

If County determines that services performed are not in conformity with contract specifications, special provisions, terms and conditions, County shall have the right to:

1. Require Contractor to take immediate steps to perform the services in conformity with contract specifications, special provisions, terms and conditions; and/or

2. Make monetary deductions to reflect the reduced value of services performed.

Final Inspection: Contractor shall notify the facility representative when work has been completed. The facility representative will promptly inspect the work. Contractor or Contractor's representative may be present at the final inspection.

Retention for Imperfect Work: If any portion of the work done or materials furnished under this Agreement shall prove defective or not in accordance with the specifications and contract drawings, and if the imperfection in the same shall not be of sufficient magnitude or importance to make the condition dangerous or undesirable, or if the removal of such work is impracticable or will create conditions which are dangerous or undesirable, the facility representative shall have the right and authority to retain the work instead of requiring it to be removed and reconstructed, but the facility representative shall make such deductions thereof in the payment due or to become due to Contractor as may be just and reasonable.

Payment of Damages: In the event Contractor becomes liable for damages, County, in addition to all other remedies provided by law, shall have the right to withhold any and all payments from which would otherwise be or become due to Contractor until the liability of Contractor is finally determined. County shall have the right to use and apply such payments, in whole or in part, to reimburse the County for all damages due or to become due to the

County. Any remaining balance of such payments shall be paid to Contractor only after discharge in full of all liability incurred by Contractor under this section or otherwise. If the sum so retained by County is not sufficient to discharge all such liabilities of Contractor, Contractor shall continue to remain liable to the County until all such liabilities are satisfied in full. No failure by County to withhold any payment as specified shall in any manner be construed to constitute a waiver to any right to damages or any right to any such sum.

Liquidated Damages: Failure of Contractor to provide services as scheduled shall subject Contractor to liquidated damages as follows:

In the event Contractor fails to provide services as scheduled, the parties to the contract shall agree that County will sustain damages. Further, since it is and will be extremely difficult and impractical to determine actual damages that may be sustained by County, it shall be agreed that the amount of liquidated damages to be paid by Contractor to County would be fifty dollars ($50.00) for each hour behind schedule and a minimum of four (4) hours for each no show. Such amount shall be the actual cash value agreed upon as the loss to the County, resulting from the

Contractor's default.

http://www.sactostormwater.org/industry.asp

Dismissal of Unsatisfactory Employees: Contractor shall only furnish employees who are competent and skilled for work under this contract. If, in the opinion of the County, an employee of the Contractor is incompetent or disorderly, refuses to perform in accordance with the terms and conditions of the contract, threatens or uses abusive language while on County property, or is otherwise unsatisfactory, that employee shall be removed from all work under this contract.

Disputes: In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between them. Pending resolution of any such dispute, Contractor shall continue without delay to carry out all its responsibilities under this Agreement unless the

Agreement is otherwise terminated in accordance with the Termination provisions herein. County shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within 15 calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of

California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law.

Termination upon Unsatisfactory Performance: Whenever, in the opinion of the County, the said service is not satisfactory, Contractor shall be advised of the reasons in writing. If Contractor fails to correct the unsatisfactory condition(s) immediately, the County may declare the Agreement in default, terminate the Agreement, and contract with another.

Notwithstanding any provision to the contrary, County shall have no obligation to give Contractor more than two (2) notices of unsatisfactory performance during the contract period. Should Contractor fail again to perform the services pursuant to the Agreement, County may declare the Agreement in default, terminate the

Agreement, and contract with another. Additionally, Contractor and/or surety may be held liable and may be assessed any and all costs for the re-procurement of the contracted services.

Force Majeure: Neither Contractor nor County shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).

Indemnification: To the fullest extent permitted by law, for work or services provided under this Agreement, CONTRACTOR shall indemnify, defend, and hold harmless COUNTY, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents (collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, resulting from injuries to or death of any person, including employees of either party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including the property of either party hereto, and recovery of monetary losses incurred by COUNTY directly attributable to the performance of CONTRACTOR, to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of CONTRACTOR, its employees, CONTRACTOR’s sub-CONTRACTORs or subcontractors at any tier, or any other party for which CONTRACTOR is legally liable under law.

The right to defense and indemnity under this section arises upon occurrence of an event giving rise to a claim and tendered in writing to CONTRACTOR. CONTRACTOR shall defend Indemnified Parties with counsel reasonably acceptable to COUNTY.

Notwithstanding the foregoing, the parties expressly agree that CONTRACTOR’s defense obligation under this indemnity obligation shall require CONTRACTOR to defend the Indemnified Parties until any of the following occur: (1) the judgment has become final by a Court of Competent Jurisdiction, (2) other mutually agreeable dispute resolution or settlement process establishing the proportionate percentage of fault of the parties under law. In the event that fault is apportioned between COUNTY and CONTRACTOR, CONTRACTOR’s final cost of defense shall not exceed its proportionate percentage of fault. To the extent that CONTRACTOR’s cost of defense exceeds its proportionate percentage of fault, COUNTY shall reimburse CONTRACTOR. If requested by COUNTY, CONTRACTOR agrees to participate, at its own expense, in the defense of a Claim to provide testimony or to produce documents or other relevant information.

To the extent permitted by law, this indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONTRACTOR or CONTRACTOR’s sub-CONTRACTORs or subcontractors at any tier.

Nothing in this indemnity obligation shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

The provisions of this indemnity obligation shall survive the expiration or termination of the Agreement.

Insurance: Without limiting Contractor’s indemnification, Contractor shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified herein under

Appendix G – Sacramento County Minimum Insurance Requirements. It is the responsibility of Contractor to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified herein under Appendix G – Sacramento County Minimum Insurance Requirements. It is understood and agreed that County shall not pay any sum to Contractor under this Agreement unless and until

County is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this Agreement may be grounds for material breach of contract.

The certificate holder shall be shown as:

Sacramento County

C/o DGS Contract and Purchasing Services Division

9660 Ecology Ln

Sacramento CA 95827-3815

Audits and Records: Upon County’s request, County or its designee shall have the right at reasonable times and intervals to audit, at Contractor’s premises, Contractor’s financial and program records as County deems necessary to determine Contractor’s compliance with legal and contractual requirements and the correctness of claims submitted by Contractor. Contractor shall maintain such records for a period of four years following termination of Agreement and shall make them available for copying upon County’s request at County’s expense.

Independent Contractor:

1. It is understood and agreed that Contractor (including contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. Contractor’s assigned personnel shall not be entitled to any benefits payable to employees of County. County is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this agreement; and as an independent contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this agreement.

2. It is further understood and agreed by the parties hereto that Contractor in the performance of its obligation hereunder is subject to the control or direction of County as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by Contractor for accomplishing the results.

3. If, in the performance of this agreement, any third persons are employed by Contractor, such person shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor, and the County shall have no right or authority over such persons or the terms of such employment.

4. It is further understood and agreed that as an independent contractor and not an employee of County, neither the Contractor nor Contractor’s assigned personnel shall have any entitlement as a County employee, right to act on behalf of County in any capacity whatsoever as agent, nor to bind County to any obligation whatsoever. Contractor shall not be covered by worker’s compensation; nor shall Contractor be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the County to employees of the

County.

5. It is further understood and agreed that Contractor must issue W-2 and 941 forms for income and employment tax purposes, for all of contractor’s assigned personnel under the terms and conditions of this agreement.

Responsibility of Independent Contractor: Contractor as an independent contractor, shall be liable and hereby expressly assumes and accepts exclusive liability as an employer under the Federal Insurance Contribution Act, the Federal Unemployment Tax Act, Federal Social Security Act, the Unemployment Compensation Act, or any other Federal or State laws or acts which in any way affect or relate to the relationship of employer and employee, and shall be liable for Social Security or Unemployment Compensation or other taxes or penalties arising or levied by reason of the employment of such persons, and shall be responsible for the collection and remittance of any taxes so levied, upon Contractor, on account of the persons employed by Contractor.

Nondiscrimination in Employment, Services, Benefits and Facilities:

1. Contractor agrees and assures County that Contractor and any subcontractors will comply with all applicable federal, state, and local anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 40), mental condition (including HIV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.

2. Contractor represents that it is in compliance with and agrees that it will continue to comply with the

Americans with Disabilities Act § 12101 et seq. and regulations and guidelines issued pursuant thereto.

3. Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of applicable anti-discrimination laws and this provision.

4. Contractor shall include this nondiscrimination provision in all subcontracts related to this Agreement.

Drug-Free Workplace: In submitting a Quotation/Bid/Proposal, Contractor certifies that its place of business provides a drug-free workplace and has:

1. Published a “Drug-free Workplace” statement notifying Contractor’s employees that the manufacture, distribution, dispensing, possession or use of a controlled substance or other unlawful drug or alcohol is prohibited in the workplace and specified the actions that will be taken against employees for violations of such prohibition.

2. Established a Drug-free Awareness Program to inform employees about:

a. The dangers of drug and alcohol abuse in the workplace.

b. The contractor’s policy of maintaining a drug-free workplace.

c. Any available drug counseling, rehabilitation, and employee assistance program.

d. Penalties that may be imposed upon employees for drug and alcohol abuse violations occurring in the workplace.

3. Notified employees that as a condition of employment, employees will be expected to abide by the terms of the statement and be given an individual copy on the Contractor’s “Drug-free Workplace” statement.

Unrestricted Quantities: The County is not limited to purchase all of its requirements from any agreement resulting from this RFB/award.

Changes: The County shall retain the right to implement changes as necessary to uphold the original intent of the contract. This includes adding or deleting line items, as well as adjusting unit prices on the contract. Such changes shall not void the contract but shall be added to or be deducted from the contract, as the case may be, by a fair and reasonable valuation – subject to the mutual agreement of the parties.

Reports: Contractor shall, without additional compensation thereof, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by County concerning Contractor’s activities as they affect the contract duties and purposes herein. County shall explain procedures for reporting the required information.

Severability: If any term or condition of this Agreement or the application thereof to any person(s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable.

Non-assignment: This Agreement is not assignable by Contractor in whole or in part, without the prior written consent of County.

Contractor not an Agent: Except as the County may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of County in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied pursuant to this Agreement to bind the County to any obligation whatsoever.

Compliance with Laws: Contractor shall observe and comply with all applicable Federal, State, and County laws, regulations and ordinances.

Governing Laws and Jurisdiction: This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California.

Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California.

In Writing: Oral communications with county employees about this Request for Quotation/Bid/Bid shall not be binding on the County and shall not excuse Contractor from any obligation set forth herein. No modifications or amendment to the Request for Quotation/Bid/Bid shall be valid unless it is set forth in writing by way of a signed addendum or amendment from the issuing Contract Services Officer.

Prior Agreements: This Agreement constitutes the entire agreement between County and Vendor regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between County and Vendor regarding the subject matter of this Agreement are hereby-terminated effective immediately upon full execution of this Agreement. No modification or amendment to this Agreement shall be valid unless it is set forth in writing and is signed by the parties hereto.