INVITATION FOR BID (IFB) NO. 26- 859

FOR

CITYWIDE TREE MAINTENANCE SERVICES

CITY OF NORWALK IFB RELEASE: TUESDAY, APRIL 14, 2026

PURCHASING DIVISION OPTIONAL PRE-BID MEETING: TUESDAY, APRIL 21, 2026 – 8:30AM

NORWALK BLVD., ROOM 6 SUBMISSION OF QUESTIONS: TUESDAY, APRIL 24, 2026 – 12PM

NORWALK, CA 90650 BID DUE: FRIDAY, MAY 12, 2026 – 11AM

TABLE OF CONTENTS

Section Page(s)

NOTIFICATION TO BIDDERS 4-5

ESTIMATED SCHEDULE OF EVENTS 6

BID SUBMISSION CHECKLIST 7

SECTION 1 - INSTRUCTIONS TO BIDDERS 8-13

IB.1 Bid Format and Submittal IB.2 Examination of Bid Documents IB.3 Addenda IB.4 Clarifications IB.5 Errors in Bids IB.6 Withdrawals of Bids IB.7 References IB.8 Bid Signatures IB.9 Pre-Contractual Expenses IB.10 City of Norwalk Rights IB.11 Licensing, Permits and Taxes IB.12 Responsibility for Compliance with Legal Requirements IB.13 Confidentiality and Public Records Act IB.14 Joint Offers IB.15 Company Personnel IB.16 Single Bid Response IB.17 Bid Form IB.18 Protest Procedures IB.19 Incorporation of Bid into Agreement IB.20 Award of Contract IB.21 Amended Bids IB.22 Competency of Bidders IB.23 Disqualification of Bidders IB.24 Bonds

SECTION 2 - GENERAL TERMS AND CONDITIONS 14-24

GC.1 Definitions GC.2 Assignment and Subcontractors GC.3 Sample Agreement GC.4 Notice of Labor Dispute GC.5 Disputes GC.6 Assumption and Risk of Loss GC.7 Licensing, Permits and Taxes GC.8 Waiver of Terms and Conditions GC.9 Indemnification GC.10 Termination for Default GC.11 Liquidated Damages GC.12 Cancellation of Agreement GC.13 Termination for Convenience

SECTION 2 - GENERAL TERMS AND CONDITIONS – CONTINUED 14-24

GC.14 Force Majeure GC.15 Inspection and Acceptance GC.16 Excess Reprocurement Liability GC.17 Delivery GC.18 Method of Payment GC.19 Non-Restrictive Clauses GC.20 Insurance GC.21 Certificate of Non-Collusion GC.22 Patent and Copyright Infringement GC.23 Conflicts of Interest GC.24 Warranties GC.25 Order of Precedence GC.26 Changes GC.27 Bonds

SECTION 3 - SCOPE OF WORK 22-40

SECTION 4 - FORM OF CONTRACT (SAMPLE) 41-57

SECTION 5 - FORMS AND CERTIFICATIONS 58-76

Letter of Transmittal Exhibit A - Bid Form Exhibit B - Scope of Work Exhibit C - Indemnification and Hold Harmless Agreement and

Waiver of Subrogation and Contribution Exhibit D - Acknowledgment of Insurance Requirements Exhibit E - California Labor Code Compliance Exhibit F - Non-Collusion Declaration Exhibit G - References Exhibit H - Designation of Subcontractors Exhibit I – Bid Bond Exhibit J - Payment Bond

CITY OF NORWALK

NOTIFICATION TO BIDDERS

IFB NO. 26-859 - CITYWIDE TREE MAINTENANCE SERVICES

PUBLIC NOTICE IS HEREBY GIVEN that the City of Norwalk, California (“City”) invites prospective Bidders to submit sealed bids via electronic submission on the City of Norwalk PlanetBids (PB) online bid portal site for CITYWIDE TREE MAINTENANCE SERVICES and will only receive such bids until 11 AM on TUESDAY, MAY 12, 2026, in accordance with the conditions outlined in the Invitation for Bid (“IFB”) attached hereto.

The City is inviting Bids from qualified individuals or firms interested in providing CITYWIDE TREE MAINTENANCE SERVICES for an initial term of 6 years, with the option to extend for two additional 3-year periods.

INSTRUCTIONS. Respondents must be registered as a Vendor with the City of Norwalk on the City of Norwalk PlanetBids bid portal to access all solicitation documents related to this IFB. The Vendor Portal provides entry to the Registration/Vendor Profile and Bid Opportunities modules. Registration is free and immediate.

Instructions to register are provided on the City’s website at: https://www.norwalk.org/planetbids.

A copy of the IFB can be downloaded from the City's website at: https://www.norwalk.org/planetbids or from the City of Norwalk PlanetBids online bid portal site at: https://pbsystem.planetbids.com/portal/54783/portal-home

Bids must be submitted electronically through the City of Norwalk PlanetBids online bid portal site:

https://pbsystem.planetbids.com/portal/54783/portal-home.

Bids must be submitted through the online portal 11 AM on TUESDAY, MAY 12, 2026 to be eligible for this IFB. Proposals cannot be submitted after the date and time stated above. Mailed, faxed, or hand delivered proposals will NOT be accepted.

An optional pre-bid meeting will be held on Tuesday, April 21, 2026, at 8:30 AM in the Public Services 1st Floor Breakroom - 12650 Imperial Hwy., Norwalk CA, 90650.

QUESTIONS: All questions or requests for interpretation regarding this solicitation must be submitted through the Q&A section of the City’s online bid portal. Bidders are not to contact City personnel with questions or clarifications concerning this IFB. Any City response relevant to this IFB provided through any means other than the City’s online bid portal is unauthorized and will be considered invalid.

Official responses to questions or requests for interpretation to this solicitation will be posted in the Q&A section of the City of Norwalk PlanetBids online bid portal. Any information resulting from questions that cause a material change in the solicitation will be posted in the Addenda section of the City’s online bid portal as an addendum.

The cut-off for the submission of questions or deviations shall be 12 PM on FRIDAY, April 24, 2026.

All questions received will be responded to via the online bid portal by FRIDAY, MAY 1, 2026.

https://www.norwalk.org/planetbids https://www.norwalk.org/planetbids https://pbsystem.planetbids.com/portal/54783/portal-home https://pbsystem.planetbids.com/portal/54783/portal-home

REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS. In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)].

PREVAILING WAGES. In accordance with Labor Code Section 1770 et seq., the Project is a “public work.”

The selected Bidder (Contractor) and any Subcontractors shall pay wages in accordance with the determination of the Director of the Department of Industrial Relations (“DIR”) regarding the prevailing rate of per diem wages. Copies of those rates are on file with the Director of Public Works, and are available to any interested party upon request. The Contractor shall post a copy of the DIR’s determination of the prevailing rate of per diem wages at each job site. This Project is subject to compliance monitoring and enforcement by the DIR.

BONDS. Bidders must submit to the City Clerk a cash deposit, cashier’s check, certified check or Bidder’s Bond issued by a Surety insurer, made payable to the City of Norwalk and in an amount not less than ten percent (10%) of the total Bid submitted by no later than 11 AM on TUESDAY, MAY 12, 2026. Personal or company checks are not acceptable. Bidder must indicate on the outside of the envelope the solicitation name and solicitation number. Failure to provide cashier’s check, certified check or Bidder’s Bond will deem the bid as Non-Responsive.

City Clerk 12700 Norwalk Blvd., Room 10 Norwalk, CA 90650 Phone: (562) 929-5720

A scanned copy of the cashier’s check, certified check, or Bid Bond shall be submitted along with the electronic bid through the City of Norwalk PlanetBids online bid portal. Upon Contract award, the Contractor shall provide faithful performance and payment Bonds, each in a sum equal to the Contract Price. All Bonds must be issued by a California admitted Surety insurer using the forms set forth in the Contract Documents, or in any other form approved by the City Attorney. Failure to enter into the Contract with the City, including the submission of all required Bonds and insurance coverages, within fifteen (15) Days after the date of the mailing of written notice of contract award to the Bidder, shall subject the Bid security to forfeiture to the extent provided by law.

LICENSES. Each Bidder shall possess a valid C-49 – Tree and Palm Contractor license issued by the California State Contractors License Board at the time of the Bid submission, unless this Project has any federal funding, in which case the successful Bidder must possess such a license at the time of Contract award. The successful Contractor must also possess a current City business license.

The successful Bidder will be required to comply with Equal Employment Opportunity and all applicable federal, state and local laws, and requirements. The City of Norwalk hereby notifies all Offerors that the City will affirmatively assure that Disadvantaged Business Enterprises are afforded full opportunity to participate in the performance of contracts and sub-contracts financed in part or in whole with funds provided under this IFB, and will not be discriminated against on the grounds of race, color, gender, age, or national origin in consideration for an award.

The City reserves the right to reject any or all bids, to waive information or irregularities to the extent permitted by law in any bid received and to be the sole judge of the merits of the respective bids received.

Point of contact for this IFB is Gabriela Garcia, 562-929-5511or via email at ggarcia@norwalkca.gov.

ESTIMATED SCHEDULE OF EVENTS

1. April 14, 2026 INVITATION FOR BID (IFB) RELEASE

2. April 21, 2026 – 8:30am OPTIONAL PRE-BID MEETING

3. April 24, 2026 – 12pm LAST DAY FOR SUBMISSION OF QUESTIONS

4. May 1, 2026 – 5pm RESPONSE TO QUESTIONS

5. May 12, 2026 – 11am BID DUE DATE

6. June 16, 2026* COUNCIL APPROVAL

7. July 1, 2026 CONTRACT START DATE

* Tentative Date

BID SUBMISSION CHECKLIST

This checklist must be completed and returned with the Bid. Failure to return this checklist may be cause for considering the Bid non-responsive.

Description Source / Section

Proposer shall initial here

1 Bid

IB.1 /

Exhibit A

2 Letter of Transmittal

IB.8 /

Section 5

Licensing, Permits and Taxes: Proposer must demonstrate that they are properly licensed to provide this type of service in the service area at the times and dates specified

IB.11 /

GC.7

Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution

Exhibit C

5 Acknowledgment of Insurance Requirements Exhibit D

6 CA Labor Code Compliance Exhibit E

7 Certification of Non-Collusion Exhibit F

8 References Exhibit G

9 Designation of Subcontractors Exhibit H

10 Bid Bond Exhibit I

11 Payment Bond Exhibit J

Company Name:

Name of Proposer initialing document (print):

Email address of Company Contact:

Signature:

Title:

Date:

SECTION 1 - INSTRUCTIONS TO BIDDERS

IB.1 BID FORMAT AND SUBMITTAL

Bids must be submitted electronically through the City of Norwalk PlanetBids online bid portal site: https://pbsystem.planetbids.com/portal/54783/portal-home.

Bids must be submitted through the online portal by 11 AM on TUESDAY, MAY 12, 2026, to be eligible for this IFB. Bids cannot be submitted after the time stated above.

All requests for exceptions or deviations as a result of this IFB shall be clearly identifiable by a separate section of the Bidder’s submitted Bid for review by the City of Norwalk. It shall be the right of the City to accept or reject any portion of the submitted requests.

Bids will not be valid until all information has been verified and Bidders references have been checked.

Bids shall be submitted in accordance with the form prescribed herein. Failure to respond in this manner may render the Bid non-responsive. Unauthorized conditions, limitations, or provisions attached to a Bid will render the Bid non-conforming and non-responsive and may cause its rejection.

The completed Bid shall be without interlineations, alterations, or erasures. Bidder submitting basic conforming Bids may choose to submit alternate Bids as complete and separate offers, if the alternate Bid offers technical or other improvements or modifications, which are to the overall benefit to the City of Norwalk. Any and all alternate Bids must be submitted in writing and included with the original Bid, conforming to the requirements as stated herein. No verbal modifications will be accepted.

Bid documents shall be deemed to include by reference each and every one of the following:

Invitation for Bid (IFB) Addenda to IFB Supplements to IFB All other required forms

IB.2 EXAMINATION OF BID DOCUMENTS

By submitting a Bid, Bidder represents that: (1) Bidder has thoroughly examined and become familiar with the Work required under this IFB, (2) Bidder comprehends all conditions that may impact the Bid,

(3) Bidder has reviewed of all addenda, and (3) Bidder is capable of providing the equipment, goods and services necessary to perform the Work and/or meet the specifications outlined in this IFB, in a manner that meets the City’s objectives. Failure to examine the documents and inform itself shall be at the Bidders’ own risk. A Bidder shall have no claim against the City based upon ignorance of or misunderstanding of the IFB documents. Once the award has been made, failure of a Bidder to have read all of the conditions, instructions and the Agreement shall not be cause to alter any term of the Agreement nor shall such failure provide valid grounds for a Bidder to withdraw its Bid or to seek additional compensation.

IB.3 ADDENDA

Any changes made by the City to the requirements in this IFB will be made by written addenda. Any written addenda issued to this IFB shall be incorporated into the terms and conditions of any resulting Agreement. The City will not be bound by any modifications to or deviations from the requirements set forth in this IFB as the result of oral instructions. The City reserves the right to revise or withdraw this IFB at any time and for any reason.

IB.4 CLARIFICATIONS

Should a Bidder require clarifications of this IFB that were not addressed at a pre-bid conference, the Bidder must submit the questions or requests for interpretation through the Q&A section of the City of Norwalk PlanetBids online bid portal. Should the City, in its sole discretion, determine that the point in question is not clearly and fully set forth; the City will issue a written addendum clarifying the matter.

Said addendum will be posted in the Addenda section of the City’s online bid portal.

All questions, clarifications or comments must be submitted through the Q& A section of the City’s online bid portal no later than 12 PM FRIDAY, APRIL 24, 2026.

The City is not responsible for failure to respond to a request that has not been submitted in accordance with this section.

Official responses to questions or requests for interpretation to this solicitation will be posted in the Q&A section of the City PlanetBids online bid portal. Any information resulting from questions that cause a material change in the solicitation will be posted in the Addenda section of the City’s online bid portal as an addendum. Addenda notifications will be provided to those listed on the Electronic Prospective Bidder’s List via email. All addenda issued during the time of bidding must be acknowledged electronically through the City’s online bid portal in order to submit the bid. Every attempt will be made to provide responses to all Bidders in accordance with the procurement schedule for this IFB.

Requests for clarifications and questions should be formatted in the following manner:

Section Paragraph number or Article Number Page number Text of passage being questioned Question

IB.5 ERRORS IN BIDS

All Bidders are responsible for errors and omissions in their Bids. No consideration will be given by the City to allow Bids to be withdrawn once a Bid has been opened. Any errors and omissions will not serve to diminish the Bidder’s obligations to the City.

IB.6 WITHDRAWAL OF BIDS

Bidders may withdraw their Bids via the City’s online bid portal, provided that such requests are received by the City prior to the scheduled deadline for Bid submission or within six months following the scheduled deadline for Bid submission when no contract has been awarded.

IB.7 REFERENCES

All reference information requested in this IFB and specified in the form included in this IFB must be submitted with the Bid. Refer to Exhibit G.

IB.8 BID SIGNATURES

If an individual makes the Bid it shall be signed and the full name, title, and address of the Bidder shall be given.

If a partnership makes the Bid, it shall be signed with the partnership name, by a member of the partnership who shall sign by name and the name and address of each partner shall be given.

If a corporation prepares the Bid, the name of the corporation shall be provided and signed by two (2) duly authorized Officers and, if available, stamped with the corporate seal, and the names and titles of all officers of the corporation shall be given. If a corporation provides a certified letter stating that one (1) duly authorized officer signature is binding for the corporation, this will suffice to omit the second signature requirement in the Bid.

IB.9 PRE-CONTRACTUAL EXPENSES

The City will be under no obligation for payment of pre-contractual expenses. Pre-contractual expenses are defined as expenses incurred by Bidder in:

• Preparing the Bid in response to this request.

• Submitting that Bid to the City.

• Negotiating with the City any matter related to this Bid, and/or

• Any other expenses incurred by the Bidder prior to date of award.

IB.10 CITY OF NORWALK RIGHTS

In its discretion, the City reserves the right to:

1. Reject any and/or all Bids for no reason or any reason including but not limited to the following:

a. The Bid is incomplete, non-responsive, obscure, irregular or lacking necessary detail and specificity.

b. The Bidder, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.

c. The Bidder failed or neglected to complete and submit any information within the time specified by the City, and as may be otherwise required herein.

2. Reject any Bid that, in the opinion of the City is so unbalanced in comparison to other Bids received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform.

3. Accept all or any part of a Bid.

4. Cancel the entire IFB;

5. Extend the IFB submission deadline, if any, in the City’s sole judgement, and such action is in its interests. If the deadline is extended, all Bidders will have the right to revise their Bids.

6. Issue subsequent IFBs;

7. Waive any errors or informalities in any Bid, to the extent permitted by law.

The City reserves the right to reject any Bid that is determined to contain false, misleading, or materially incomplete information. It further reserves the right to reject any Bid that, in the opinion of the City is so unbalanced in comparison to other Bids received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform.

City employees are prohibited from participating in the selection process for this IFB if they have any financial or business relationship with any Bidder. This IFB process will be conducted in compliance with all laws regarding political contributions, conflicts of interest, or unlawful activities, including, but not limited to, the City’s Conflict of Interest Policy

IB.11 LICENSING, PERMITS AND TAXES

The Bidder shall be appropriately licensed in accordance with the laws of the State of California for the work to be performed. The cost for any required licenses or permits shall be the responsibility of the successful Bidder. The successful Bidder is liable for any and all taxes due as a result of the contract.

Bidder shall be required to provide appropriate licenses from all federal, state, and local governments, including any necessary City of Norwalk licenses.

Bidder shall possess and maintain a valid C-49 – TREE AND PALM LICENSE. Copy of licenses are to be submitted with bid.

IB.12 RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS

The Bidder’s products, services, and facilities shall be in full compliance with all applicable Federal, State and local regulations, standards, and ordinances, regardless, of whether or not they are referred to in the IFB.

The Bidder shall further comply with the additional federal funding contracting requirements specified in Exhibit I, incorporated herein by reference.

IB.13 CONFIDENTIALITY AND PUBLIC RECORDS ACT

After the award of the contract has been made by the City Council or appropriate staff, all findings and information considered in determining which Bid best meets the need of the City and will be most advantageous with respect to price, conformity to the specifications and other factors will be made available for public inspections. Access to government records is governed by the State of California Public Records Act (Government Code Section 6250 et. seq.). All Bidders are hereby put on notice that each bid received shall become the exclusive property of the City and in accordance with the Public Records Act and except as otherwise may be provided by applicable State and Federal law, all Bids are a public record and subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any Bids or portions thereof.

IB.14 JOINT OFFERS

Where two or more Bidders desire to submit in response to this IFB, they shall do so on a prime-subcontractor basis rather than as a joint venture. City of Norwalk intends to contract with a single firm and not with multiple firms doing business as a joint venture. Any Bid submitted on behalf of any form of joint venture or partnership between two (2) existing Bidders may be considered collusive and may be rejected as non-responsive.

IB.15 COMPANY PERSONNEL

It shall be the burden of the successful Bidder to ensure all personnel possesses the required qualifications and/or experience. All personnel required in performing the services herein shall be secured at the expense of the successful Bidder. Personnel shall not be employees of or have any contractual relationship with the City.

Successful Bidder’s personnel shall conduct themselves in a professional manner to all City employees at all times. Rude or discourteous behavior by the successful Bidder will not be tolerated and the offense can be justification for termination of contract. All sub-contractors of successful Bidder shall abide by all the requirements set forth in this section.

IB.16 SINGLE BID RESPONSE

If only one Bid is received in response to this IFB, a detailed cost/price Bid may be requested of the Bidder. A cost or cost and price analysis and evaluation and/or audit of the cost may be performed in order to determine if the price is fair and reasonable. If the City determines a cost analysis is required, Bidder must be prepared to provide, upon request, cost summaries of estimated costs (i.e. labor, equipment, supplies, overhead costs etc.) and documentation supporting all cost elements.

IB.17 BID FORM

Bid shall itemize the offered price for each line item indicated on the Bid Form, Exhibit A and in the Line Items section of the City PlanetBids online bid portal. The total price shall include all things necessary for completion of all work indicated in the Scope of Work included herein.

IB.18 PROTEST PROCEDURES

Any protest challenging the City’s selection or the selection process must be submitted no later than ten (10) days prior to the Bid due date; or within five (5) days after Bid opening. The protest must be submitted in writing via email to purchasing@norwalkca.gov, and must clearly specify the solicitation (IFB) number, identify the party’s standing to protest, state the basis for the protest, including the specific provision, law, regulation, specification, procedure or policy violated, and state the relief requested. The protest will be reviewed by the Director of Public Services in consultation with the City Attorney, and their determination on the protest is final. No public hearing will be held on the protest.

Time being of the essence, the City reserves the right to proceed with award and commencement of the Services notwithstanding any pending protest or legal challenge. If the Protest does not comply with the preceding requirements it may not be evaluated and may be returned to the Protestor.

IB.19 INCORPORATION OF BID INTO AGREEMENT

This IFB and the Bidder’s response, including all promises, warranties, commitments and representations made in the successful Bid, shall be binding and incorporated by reference in the City’s contract with the successful Bidder.

IB.20 AWARD OF CONTRACT

The contract resulting from this IFB will be awarded to the lowest responsive and responsible Bidder.

No agreement shall exist until the City Council or the City Manager has awarded the Agreement and it has been mutually executed.

To determine which bidder is the lowest responsive and responsible bidder, the City may require additional information from the bidder identified after the bid opening to be the lowest bidder.

IB.21 AMENDED BIDS

Unauthorized conditions, limitations or provisos attached to a Bid may cause the Bid to be deemed incomplete and non-responsive.

IB.22 COMPETENCY OF BIDDERS

In evaluating Bidder responsibility, consideration will be given not only to the financial standing, but also to the general competency of the Bidder for the performance of the Project. Each Bidder shall set forth in the designated area of the Bid form a statement of its experience. No Contract will be executed with a Bidder that is not licensed and registered with the DIR in accordance with State law, and with any applicable specific licensing requirements specified in these Contract Documents. These licensing and registration requirements for Contractors shall also apply to all Subcontractors.

Bidder must be an individual or firm that has provided continuous services for the relevant requirements contained in this IFB for at least five [5] years.

IB.23 DISQUALIFICATION OF BIDDERS

No Person shall be allowed to make, file or be interested in more than one Bid for the Project, unless alternate Bids are specifically called for. A Person that has submitted a sub-bid to a Bidder, or that has quoted prices of materials to a Bidder, is not thereby disqualified from submitting a sub-Bid or quoting prices to other Bidders or from making a prime Bid. If there is a reason to believe that collusion exists among the Bidders, all affected Bids will be rejected.

IB. 24 BONDS

Each Bid shall be accompanied by cash, a certified or cashier’s check payable to the City, or a satisfactory Bid Bond in favor of the City executed by the Bidder as principal and an admitted surety insurer as Surety, in an amount not less than ten percent (10%) of the amount set forth in the Bid. The cash, check or Bid Bond shall be given as a guarantee that, if selected, the Bidder will execute the Contract in conformity with the Contract Documents, and will provide the evidence of insurance and furnish the specified Bonds, within fifteen (15) Days after the date of delivery of the Contract Documents to the Bidder. In case of the Bidder’s refusal or failure to do so, the City may award the Contract to the next lowest responsible bidder, and the cash, check, or Bond (as applicable) of the lowest Bidder shall be forfeited to the City to the extent permitted by law. No Bid Bond will be accepted unless it conforms substantially to the form provided in these Contract Documents.

SECTION 2 - GENERAL TERMS AND CONDITIONS

GC.1 DEFINITIONS

Agreement

Bidder

Bidder/Vendor/ Contractor/Consultant

Change

City

Contract

Days

Defect

IFB

Notice to Proceed

Special Provisions

Specifications

Work

The Contract to be negotiated and entered into by the City and the successful Bidder for the work described in this IFB.

Offeror or Contractor or Consultant

Any manufacturer, firm, company or agency providing services, equipment, software, or supplies for this IFB.

Additions, deletions or other revisions to the Work within the general scope of the contract. The City through issuance of a modification must direct a change.

The City of Norwalk, a municipal corporation.

The written agreement executed by the City and the successful Bidder which sets forth the rights and obligations of the Parties in connection with the Work, and which includes the Contract Documents.

Calendar days unless specifically noted otherwise.

Patent or latent malfunction of failure in manufacture or design of any component or subsystem that causes a product to cease operating or causes it to operate in a degraded mode.

Invitation for Bid

Purchase Order issued from the City to the successful Bidder specifying the date on which the Work under the Contract is to be initiated.

Contract Document containing requirements that modify or supplement the General Terms and Conditions.

Part of the contract documents that adequately and completely describes the locations, dimensions, character, properties, requirements and details of the Work. Contract specifications include, without limitation, all things described, referenced, or stated in any Contract document as a “Specification”,” Statement of Work” or “Scope of Work” or “Scope of Services”.

Any and all of the labor, material, services, supervision, tools, machinery, equipment, supplies, facilities and support used by the Bidder to generate the results specified, indicated or implied in the requirements described in the contract Statement of Work and/or Specifications.

GC.2 ASSIGNMENT AND SUBCONTRACTORS

Neither this IFB nor any interest herein nor claim hereunder may be assigned by successful Bidder either voluntarily or by operation of law, nor may all or part of this IFB or subsequent agreement be subcontracted by successful Bidder, without the prior written consent of the City of Norwalk. Consent by the City shall not be deemed to relieve successful Bidder of obligations to comply fully with the requirements hereof. Bidders shall list in the bid Bid the name, place of business and California contractor license number of each subcontractor who will perform work or labor or render services for the contractor in an amount in excess of one-half of one percent of the contractor's total Bid amount.

The contractor will not be allowed to sub-contract more than 50% of the work to be accomplished.

GC.3 SAMPLE AGREEMENT

A form approved by the City Attorney must be executed between the City and the successful Bidder prior to commencement of any work.

GC.4 NOTICE OF LABOR DISPUTE

Whenever Bidder has knowledge that any actual or potential labor dispute may delay the award of this IFB, Bidder shall immediately notify and submit all relevant information to the City of Norwalk. Bidder shall insert the substance of this entire clause in any subcontract hereunder.

GC.5 DISPUTES

The Agreement shall be constructed and all disputes hereunder shall be settled in accordance with the laws of the State of California. Pending final resolution of a dispute hereunder, Bidder shall proceed diligently with the performance of this agreement.

Disputes arising in the performance of the Agreement to be awarded which are not resolved by agreement of the parties shall be decided in writing by the City Council or its designated representative.

This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the successful Bidder mails or otherwise furnishes a written appeal to the City of Norwalk City Manager. In connection with any such appeal, the successful Bidder shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the City Council or its designated representative shall be binding upon the successful Bidder and the successful Bidder shall abide by the decision.

Performance During Dispute Unless otherwise directed by the City Manager, successful Bidder shall continue performance under the Agreement while matters in dispute are being resolved.

Claims for Damages Should either party to the Agreement to be awarded suffer injury or damage to person or property because of any act or omission of the other party or of any of its employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the successful Bidder arising out of or relating to the Agreement or any breach thereof, will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction. The parties shall further agree that the proper venue for any court action shall be in the Superior Court for Los Angeles County for state court actions and the United States District Court for the Central District of California sitting in Los Angeles.

Rights and Remedies The duties and obligations imposed by the Agreement and the rights and remedies available thereunder, shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or successful Bidder shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

GC.6 ASSUMPTION AND RISK OF LOSS

Unless otherwise provided, Bidder shall have title to and bear the risk of loss of or damage to the items purchased hereunder until they are delivered in conformity as outlined in the IFB at the F.O.B. point specified herein, and upon such delivery Bidder’s responsibility for loss or damage shall cease, except for loss or damage resulting from Bidder’s negligence.

GC.7 LICENSING, PERMITS AND TAXES

The Bidder shall be appropriately licensed in accordance with the laws of the State of California for the work to be performed. The cost for any required licenses or permits shall be the responsibility of the successful Bidder. The successful Bidder is liable for any and all taxes due as a result of the contract.

Bidder shall be required to provide appropriate licenses from all federal, state, and local governments, including city business license for business location upon award.

Bidder shall possess and maintain a valid C-49 – TREE AND PALM LICENSE. Copy of licenses are to be submitted with bid via the City’s online bid portal.

GC.8 WAIVER OF TERMS AND CONDITIONS

The failure of the City or the successful Bidder to enforce one or more of the terms or conditions of the Agreement or to exercise any of its rights or privileges, or the waiver by the City of any breach of such terms or conditions, shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no waiver had occurred.

GC.9 INDEMNIFICATION

Successful Bidder shall indemnify, defend, and hold harmless City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors and assigns, in accordance with the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached as Exhibit C.

GC.10 TERMINATION FOR DEFAULT

Upon failure of the successful Bidder to make satisfactory progress or adequately correct deficiencies to abide by the terms of the Agreement, or to obtain, furnish or keep in force any required permit, license, bond or insurance, the City shall have the right to terminate the Agreement for default. Written notice of termination shall be mailed to the successful Bidder at its address. Notice shall be effective when mailed. Upon receipt of notice, the successful Bidder shall immediately stop work and relinquish all project files to the City. The City may thereafter pursue the work or hire another project manager to do so and charge the successful Bidder liquidated damages.

GC.11 LIQUIDATED DAMAGES

The successful Bidder and City hereby acknowledge and agree that time is of the essence in the performance by the successful Bidder of its duties and obligations under this proposed Agreement and, further, that in the event of a delay in the completion of the Work or the delivery of the equipment, goods, services, and personnel required under the terms the Agreement that it is or will be impracticable to determine the actual amount of the damage caused to City by such delay. It is therefore agreed by each party hereto that successful Bidder shall pay to City the sum of one hundred fifty dollars ($150) for each working days delay in the delivery, performance and/or acceptance of work set forth in the executed Agreement beyond any agreed upon timeline or due date, or any authorized extension thereto.

GC.12 CANCELLATION OF AGREEMENT

In any of the following cases, the City shall have the right to cancel the Agreement without expense to the City: (1) the successful Bidder is guilty of misrepresentation; (2) the Agreement is obtained by fraud, collusion, conspiracy, or other unlawful means; or (3) the Agreement conflicts with any statutory or constitutional provision of the State of California or the United States. This section shall not be construed to limit the City’s right to terminate the Contract for convenience or default, as provided herein.

GC.13 TERMINATION FOR CONVENIENCE

The performance of work under the Agreement may be terminated by the City in accordance with this section in whole or in part, whenever the City determines that such termination is in the best interest of the City. Any such termination shall be effected by delivery to the successful Bidder of a written notice of termination specifying the extent to which performance of work under the Agreement is terminated and the date upon which such termination becomes effective.

Upon receipt of the notice of termination, and except as otherwise directed by the City, the successful Bidder shall: (1) stop work under the Agreement on the date and to the extent specified in the notice of termination; (2) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination; (4) assign to the City in the manner, at the times, and to the extent directed by the City, all of the right, title and interest of the successful Bidder under the orders and subcontracts so terminated in which case the City shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts to the extent, if any, directed by the City the fabricated or un-fabricated parts, work in process, or completed work, supplies, and other materials produced as a part of, or acquired in connection with their performance of, the work terminated, and the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to the City; (6) use its best efforts to sell, in the manner, at the times, to the extent, and at the price(s) authorized by the City, any property of the types referred to above, provided, however, that the successful Bidder shall not be required to extend credit to any purchaser, and may acquire any such property under the conditions prescribed by and at a price(s) approved by the City and, provided further, that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the City to the successful Bidder under this Agreement or shall otherwise be credited to the price or cost of the work covered by this Agreement or paid in such a manner as the City may direct; (7) complete performance of such part of the work as shall not have been terminated by the notice of termination; (8) take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to the Agreement which is in the possession of the successful Bidder and in which the City has or may acquire an interest. Payments by the City to the successful Bidder shall be made for all services completed and/or delivered up to and including the effective date of termination but not thereafter.

GC.14 FORCE MAJEURE

The successful Bidder shall not be liable for any failure to perform if acceptable evidence has been submitted to the City that failure to perform the Agreement was due to causes beyond the control and without the fault or negligence of the successful Bidder. Examples of such causes include acts of God, civil disturbances, fire, war, or floods, but not include labor related incidents such as strikes or work stoppages or unavailability of any product to be supplied to the City.

GC.15 INSPECTION AND ACCEPTANCE

All products delivered are subject to inspection and acceptance by the City of Norwalk, Department of Public Services at destination. The City reserves the right to withhold payment until the inspection and acceptance of products delivered.

GC.16 EXCESS REPROCUREMENT LIABILITY

The successful Bidder shall be liable to the City of Norwalk for all expenses incurred by the City in reprocuring elsewhere the same or similar items or services offered by the successful Bidder hereunder, should the successful Bidder fail to perform or be disqualified for failure to meet terms and conditions set forth herein. Such reprocurement expense obligation by the successful Bidder shall be limited to the excess over the price specified herein for such items or services.

GC.17 DELIVERY

The services and/or products described herein shall be delivered to the following location:

Various Locations – Citywide

GC.18 METHOD OF PAYMENT

City will pay successful Bidder in accordance with the following terms and procedures: Successful Bidder shall submit written invoices to City by the 15th of each month clearly detailing the services furnished by successful Bidder during the preceding month and for all other supplies and services provided by successful Bidder. City shall pay all undisputed portions of the invoice within thirty (30) days after receipt of the invoice in accordance with its standard warrant procedures. Clear reference must be made to the contract number, the time period that the work was performed, itemization of the work and/or reference to the payment schedule and identification of the successful Bidder’s taxpayer identification number.

GC.19 NON-RESTRICTIVE CLAUSES

Wherever brand, manufacturer or product names are indicated in these specifications, they are included for the purpose of establishing identification and a general description. Wherever such names appear, the term “or approved equal” is deemed to follow. The decision whether a proposed unit is an approved equal will be made by the City. Specifying a brand name in the specification shall not relieve the successful Bidder, or any subcontractor or supplier, of the responsibility to design and produce a unit which fully meets the performance specifications, the warranty and any other contractual requirements.

Requests for “or approved equal”, clarification of the specifications, and complaints on specifications must be received by the City, in writing, not less than fourteen (14) days before the Bid opening date.

Any request for an approved equal or complaint concerning the equipment or material specifications must be fully supported with technical data, test results, or other pertinent facts as evidence that the substitute offered is equal to or better than the specification requirement.

Time limitations in this section must be complied with strictly and in no case will an extension of time for performance of this contract be granted because of Contractors failure to request a substitution of an alternative item at the times and manner set forth herein. Furthermore, if a proposed substitution is rejected, Bidder shall be responsible to provide the item or product or work as originally specified at no additional cost to the City. The City has the complete and sole discretion to determine if an item or article is an equal item.

GC.20 INSURANCE

Bid shall include a statement that the insurance requirements set forth in the Contract Documents can be obtained and will be carried without reservation or exclusion should Bidder be awarded a contract pursuant to this IFB.

Successful Bidder shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best Insurance Rating Guide, and approved by City, a policy or policies of:

General liability insurance. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Vendor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $2,000,000 combined single limit for each accident.

Workers’ compensation insurance. Vendor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Vendor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.

Umbrella or excess liability insurance. [If required to meet higher limits]. Vendor shall obtain and maintain an umbrella liability insurance policy over and above the commercial general, automobile, and employer’s liability policies, with limits that will provide bodily injury, personal injury, and property damage liability coverage. Such policy or policies shall include the following terms and conditions:

• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer;

• Pay on behalf of wording as opposed to reimbursement;

• Concurrency of effective dates with primary policies.

Should Vendor obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Professional liability (errors & omissions) insurance. Vendor shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Vendor agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

Other provisions or requirements

Proof of insurance. Vendor shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by the Agency prior to commencement of performance. Current certification of insurance shall be kept on file with Agency at all times during the term of this contract and any additional length of time following the end of the contract period as required by the contract.

Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of coverage. Vendor shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Vendor, their agents, representatives, employees, or subconsultants.

Primary/noncontributing. Coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Agency’s rights of enforcement. In the event any policy of insurance required under this agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Vendor or Agency will withhold amounts sufficient to pay premium from Vendor payments.