CITY OF SHAFTER, CALIFORNIA

CITY OF SHAFTER

REQUEST FOR PROPOSALS

CITY WIDE LANDSCAPE MAINTENANCE SERVICES

Release Date: September 28, 2026

City of Shafter 720 Commerce Way

Shafter, CA 93263

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CONTENTS

INTRODUCTION

Overview

Term of Agreement

General Scope of Services Requested

Disclaimer

RFP Schedule

DESCRIPTION OF PROPOSAL CONTENTS

Contents

References

Proposed Rate Schedule

Identification of Surety

Proposal Documents

PROJECT COORDINATOR/POINT OF CONTACT

RFP DISCLAIMERS

Rights Reserved by City

Conditions of Submitting a Proposal

PUBLIC RECORDS ACT DISCLOSURE

DRAFT AGREEMENT

FIGURES

Figure 1 - Service Areas Map

TABLES

Table 1 - Maintenance Service Quantities Table 2-RFP Schedule

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REQUEST FOR PROPOSALS

CITY WIDE LANDSCAPE MAINTENANCE SERVICES

INTRODUCTION

Overview The City of Shafter (“City”) requests proposals from qualified companies to provide landscape maintenance (“Services”) within the Core City area of Shafter. All work will be performed through a Maintenance Agreement (“Agreement”).

Term of Agreement The anticipated initial term of the Agreement will be from January 1, 2027 through December 31, 2031. Should the company awarded the Agreement (hereinafter referred to as “Contractor”) successfully implement services compliant with applicable mandates and provisions and is not in violation of the terms, the City and Contractor may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

General Scope of Services Requested To date, City-owned facilities are maintained by a private contractor through a maintenance agreement that is expiring. Therefore, the scope of work covered in this RFP includes all these facilities.

Disclaimer The information in this section and the accompanying documents are provided as background.

The City neither warrants nor accepts responsibility for the accuracy of the information contained herein. It is the responsibility of the Proposer to conduct its investigation and research and to independently verify all material facts and information necessary for it to submit a response to this RFP at its sole cost.

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Table 1 – Bid Form

Name Turf (SF) Bed (SF) Unit Monthly $ Animal Control 587 1198 LS Aquatic Center 12578 2433 LS Assessment District 0800 15308 384 LS Assessment District 0800/0810 4977 5474 LS Assessment District 0801 7940 0 LS Assessment District 0802 10889 3461 LS Assessment District 0803 19398 11417 LS Assessment District 0804 12335 770 LS Assessment District 0805 0 7788 LS Assessment District 0806 7336 1591 LS Assessment District 0807 16838 1592 LS Assessment District 0808 4540 865058 LS Assessment District 0810 7209 0 LS Assessment District 0811 32518 0 LS Assessment District 0814 0 21305 LS City Hall 4844 4170 LS Community Park 218248 60987 LS East Lerdo Highway 0 32909 LS Farm Park 48419 64091 LS Flight Park 64337 53575 LS Library and Learning Center 600 4105 LS Police Department 2628 2091 LS Santa Fe Way 10369 2229 LS Train Park 45304 38674 LS Triangle Park 7766 23973 LS Veterans Hall 10345 238 LS

Total Price: $

RFP -City Wide Landscape Maintenance Services Page 4 https://gis.shafter.com/portal/apps/dashboards/fe6fa3bddbc04d29abb5639d4d044b43

Figure 1 – Landscape Facilities Dashboard Link

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RFP Schedule The critical dates for conducting this RFP, evaluating proposals, and authorizing the work are provided in Table 2. Dates are subject to change at the discretion of the City.

Table 2-RFP Schedule

Date Activity

September 28, 2026 Release of RFP. Electronic copy will be downloadable from the City’s website.

October 7, 2026 @ 10:00 a.m.

Non-Mandatory Pre-Proposal Meeting.

Public Works Corporation Yard 720 Commerce Way

October 9, 2026 @ 8:00 a.m.

Deadline to submit written questions regarding RFP.

Proposers may submit questions by email to jbarela@shafterca.gov prior to 5:00 PM on this date.

October 13, 2026 @ 4:00 p.m. City will respond to written questions from Proposers. City will consolidate the questions submitted by Proposers and provide a copy of the response to each Proposer.

October 16. 2026 @ 11:00 a.m. Bid Opening

November 3, 2026 The City Council considers award of Agreement. Following the Council’s decision, staff and the selected bidder will negotiate to remove all exceptions noted by selected bidder; if negotiations fail, then staff can negotiate with second Proposer.

January 1, 2027 Services commence.

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DESCRIPTION OF PROPOSAL CONTENTS

Contents Proposals must fully comply with the requirements detailed in this document. Required supporting documentation must be included as exhibits and must be identified appropriately.

Incomplete proposals, proposals containing errors or inconsistencies, failure to submit the proper quantity of copies, or other process or content errors or deficiencies may be cause rejection. Those wishing to submit a proposal (“Proposal”) to this RFP (“Proposer”) must submit the information, along with all necessary supporting documentation, described in this section.

References For reference purposes, Proposers are encouraged to provide the names of preferably three public or private sector clients, including names, titles, telephone numbers of contact persons, and a description of work performed.

Proposed Rate Schedule The City requests a monthly service rate for providing weekly and other routine maintenance of the “LANDSCAPE MAINTENANCE FACILITIES” listed in Table 1. Because the Final Agreement initial term is anticipated to be five (5) years, a proposal can include requested rate increases to address inflationary factors, starting in calendar 2028 Beginning on the first anniversary of this Agreement, and annually thereafter, the Contractor may request an adjustment to the compensation or rates set forth in this Agreement based on the percentage change in the Consumer Price Index (CPI) for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, for the Los Angeles-Long Beach-Anaheim, California region, or its successor index. Any such adjustment shall not exceed four percent (4%) in any twelve (12)-month period.

Any adjustment must be submitted in writing to the City for review and shall require the City's prior written approval. No adjustment shall be effective without written approval by the City. If the CPI is negative or unchanged, no increase shall be permitted. No retroactive adjustments shall be allowed. The maintenance work included the proposed service rates must comply with the specifications provided in the Draft Agreement.

Identification of Surety The Proposer shall identify each surety company who is committed to bond the Proposer's offer.

Proposal Documents Proposal documents shall be enclosed in a sealed envelope within another sealed envelope.

The outer envelope shall be addressed to:

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City of Shafter ATTN: Jeremy Barela, Public Facilities Supervisor 720 Commerce Way

The inner envelope shall be clearly labeled:

“PROPOSAL FOR RFP -CITY WIDE LANDSCAPE MAINTENANCE SERVICES”

TO: CITY OF SHAFTER

ATTN: Jeremy Barela

NAME OF PROPOSER:

ADDRESS:

CONTACT PERSON:

TELEPHONE NUMBER:

FAX NUMBER:

EMAIL:

PROJECT COORDINATOR/POINT OF CONTACT

Proposers shall direct all questions regarding this RFP to Jeremy Barela, Public Facilities Supervisor, in writing to:

Jeremy Barela, Public Facilities Supervisor 720 Commerce Way Shafter, CA 93263 Ph. (661) 746-5004 Email: jbarela@shafterca.gov

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RFP DISCLAIMERS

Rights Reserved by City

The City reserves the right, in its sole discretion, to pursue, including but not limited to, the following actions regarding this RFP:

• Issue addenda to the RFP

• Request additional information and/or clarification from the Proposers at any point in the RFP process

• Permit the timely correction of errors, and waive minor deviations

• Reject or accept any or all proposals or parts of any or all proposals

• Modify the RFP or issue subsequent requests for proposals based on refinements of concepts proposed in response to this RFP

• Negotiate any and all terms of the Agreement, including length, the scope of services, and compensation

• Withdraw this RFP

• Extend the time for submittal of proposals

• Select the Proposer that, in the judgment of the City Council and any evaluation process notwithstanding, is most likely to succeed in providing the services desired by the City

• Take whatever other action the City deems to be in its best interest.

This RFP does not obligate the City to accept any proposal, negotiate with any Proposer, award a contract, or proceed with the services described in response to this RFP. The City may, for any reason, decide not to award an Agreement as a result of this RFP.

Conditions of Submitting a Proposal

Effect of Submission

Submission of a proposal shall constitute acknowledgment and acceptance of all the terms and conditions contained in this RFP unless an exception to particular terms and conditions are expressed in writing in the Proposal. Upon selection of its Proposal, in whole or in part, the Proposer is bound to execute an agreement and furnish a performance bond. The terms of the proposals must be firm for a period of one hundred eighty (180) days.

Modification

Once submitted, proposals cannot be altered without the express written consent of the City.

The City reserves the right to reject any proposal and may elect to decide without further

RFP -City Wide Landscape Maintenance Services Page 9 discussion or negotiation. This RFP is not to be construed as a contract of any kind. The City is not liable for any costs or expenses incurred in the preparation of the Proposal or responses to the RFP and may withdraw or modify this request at any time.

Withdrawal

A Proposer may withdraw its proposal without prejudice before the time specified for opening by submitting a written request to the City Public Facilities Supervisor for its withdrawal, in which event the proposal will be returned to the Proposer unopened. No Proposal received after the time specified or at any place other than that stated in this RFP will be considered.

Retention and Use of Proposals

The City reserves the right to retain all proposals and use any idea in any Proposal regardless of whether that Proposal is selected. The City also reserves the right to waive non-substantial irregularities in any Proposal, to reject any or all proposals, to reject or delete one part of a Proposal and to accept others, except to the extent that proposals are qualified by specific limitations, and to make an award as the interest of the City may require.

Agreement

The City reserves the right to negotiate any and all terms of an agreement, including length, the scope of services, and compensation.

Awarding Authority

An agreement with the successful Proposer shall not be binding unless and until it is approved by the City Council and executed by an authorized City official.

Competency and Responsibility

The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of Proposers. Proposers will provide, in a timely manner, any and all information that the City deems necessary to make such a decision.

No Award

The City may, for any reason, decide not to award an agreement as a result of this RFP.

Failure to Execute Contract

If the Proposer to whom the award is made (“Selected Proposer”) fails to enter into the contract, the award will be annulled and an award may be made to the next Proposer who will fulfill every stipulation as if it were the party to whom the first award was made.

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Compensation for Proposal

Proposers shall not receive nor be entitled to any compensation for time, costs, and other expenses incurred in reviewing and responding to this RFP, preparing a Proposal, or negotiating a contract with the City.

PUBLIC RECORDS ACT DISCLOSURE

Each Proposer should be aware that although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City of Shafter may not be in a position to establish that the proposal which the candidate submits is a trade secret. If a request is made for any information marked "confidential" by a Proposer, the City will provide the candidate who submitted such information with reasonable notice to allow the candidate to seek protection from disclosure by a court of competent jurisdiction.

Any reports, information, data, or other material given to, prepared by or assembled by the Proposer as part of the work or services under these specifications shall be the property of the City and shall not be made available to any individual or organization by the Proposer without the prior written approval of the City.

All Proposers shall warrant and covenant that a submitted proposal is not made in the interest of, or on behalf of, any disclosed person, partnership, company, association, organization or corporation; that the Proposal is genuine and non-collusive or sham; that the Proposer has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham proposal, or l refrain from submitting a Proposal under this RFP or otherwise;

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 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 or agent thereof to effectuate a collusive or sham proposal. An affidavit of non-collusion as required by this section shall accompany every Proposal submitted in response to this RFP.

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DRAFT AGREEMENT

A Draft Agreement is provided within the remaining pages of this RFP. While its terms are negotiable, all proposed modifications to the draft agreement should be submitted along with explanations of these changes and reasoning for the same.

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MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this day of , by and between the City of Shafter, a municipal corporation organized under the laws of the State of California with its principal place of business at 336 Pacific Avenue, Shafter, California 93263 (“City”) and (Contractor name) a with its principal place of business at address (“Contractor”).

City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing: (Description of Service) services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Description of Services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In case of conflict between any of the terms and conditions of this Contract and any referenced and/or attached documents, the terms and conditions of this Contract shall control.

3.1.2 Term. The term of this Agreement shall be from Date to Date. unless earlier terminated as provided herein. Contractor shall complete the Services within the term of

17236.00012\20017443.3 13 this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference.

Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Jeremy Barela, Public Facilities Supervisor, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates : Name or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

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3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of One Thousand Dollars ($1000) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Agreement, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State.

It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will

17236.00012\20017443.3 15 be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-

subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2);

or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents

that it is an equal opportunity employer and it shall not discriminate against any subcontractor, 17236.00012\20017443.3 16 employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing Services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.

(A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the state.

(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.

(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

17236.00012\20017443.3 17

3.2.11.1 Time for Compliance. Contractor shall not commence

Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit “E” of this Agreement. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed ($) without written approval of City’s Public Facilities Supervisor. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 California Labor Code Requirements

a. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects

17236.00012\20017443.3 18

(“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section

1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

b. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations.

Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other

17236.00012\20017443.3 19 information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

City:

City of Shafter 720 Commerce Way Shafter, California 93263 Attn: Jeremy Barela, Public Works Department

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against City or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, officers, employees, agents or volunteers as part of any such claim, suit, 17236.00012\20017443.3 20 action or other proceeding. Such reimbursement shall include payment for City’s attorneys’ fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials officers, employees, agents, or volunteers.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Kern County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

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3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover from the losing party attorney’s fees and costs in an amount determined to be reasonable by a court of competent jurisdiction.

3.5.16 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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3.5.19 CARB CONTRACTING REQUIREMENTS Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by California Air Resources Board (“CARB”) including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and…