REQUEST FOR QUOTATION (RFQ)

FOR POWER TAKE OFF (PTO) RELATED PARTS

AND REPAIR SERVICE

I. SCOPE OF WORK

The Long Beach Utilities Department (LBU) is requesting quotes to provide Power Take Off (PTO) related parts and repair services of Power Take Off for heavy and light duty trucks in accordance to the Utilities Department needs and/or fund availability.

Additionally, the contractor may be required to repair the transmission as part of the Power Take Off repair service. If during the repair service of the Power Take Off the contractor diagnosis determines that the transmission also requires repair due to the Power Take Off, the contractor shall communicate these finding via phone or email to the LBU. The contractor at this point shall proceed according to LBU’s decision. The bidder shall provide all materials, tools, parts, equipment, and labor necessary to provide the repair service. Bidder shall be within a thirty (30)-mile radius of LBU.

LBU vehicles that may need repair includes, but not limited to:

• 2014 Freightliner 114SD

• 2019 Ford F-350 SD

• 2010 AutoCar ACX42

II. SUBMITTAL INSTRUCTIONS

Quotes shall be submitted as follows:

• Email: Matthew.Franzman@lbwater.org

Quotes are to be received by Thursday, July 20th, no later than 11:00 A.M. Quotes received after the date and time will not be considered for the contract. The LBU reserves the right to reject all quotes.

The City of Long Beach is excited to announce Long Beach Buys as their new bid portal to promote transparency, equity, and efficiency in the Long Beach’s procurement system.

We invite you to register your business for any potential bid opportunities within all departments. Please visit https://longbeachbuys.buyspeed.com/bso/

***Please note the City of Long Beach is no longer utilizing Planetbids

III. CONTRACT PERIOD

The contract shall be for a term of one (1) year.

https://lbutilities.org/ https://longbeachbuys.buyspeed.com/bso/

IV. BASIS OF AWARD

Quantities will not be considered in making this award. The award will be based on the rates and unit prices given; along with meeting the Specification requirements stated herein. LBU reserves the right to purchase different quantities and request services at the proposed rates and unit prices depending on actual needs.

LBU may award a single contract embracing all Bid items or separate contracts each embracing one or more Bid items, or include or exclude Bid items from the Contract if LBU believes it is in their best interest.

V. SHIPPING (SPECIAL) INSTRUCTIONS

FOB: Long Beach Utilities Department Long Beach Utilities Department 1731 E. 33rd Street 2400 E. Spring Street

Long Beach, CA 90807 Long Beach, CA 90806

VI. BIDDER REPRESENTATIONS

By submitting a quote, Bidder represents that it:

• Has thoroughly examined and become familiar with the Specifications required under this RFQ.

• Is capable of performing in accordance with Specifications.

• Acknowledges that its quote is valid for 90 days and the quote cannot be withdrawn within that time.

VII. RIGHT TO REJECT QUOTE

The LBU reserves the right, in its discretion, to reject any and all quotes and to the extent not prohibited by law, to waive any minor irregularity or informality in any quote that does not affect the validity of the quote or does not give the bidder a competitive advantage over other bidders.

VIII. FUTURE AMENDMENTS

LBU reserves the right to change any portion of the work required, add/or delete items or amend such other terms and conditions, which may become necessary. Any such revisions shall be accomplished by an amendment to the Contract approved by the LBU and executed by the Contractor and the LBU.

IX. INSURANCE

Vendor shall submit required documents in accordance to item 31 of the General Conditions.

X. COST

Vendor shall provide rates for repair services and unit prices for parts requested during the term of this Contract. The price quote shall include all delivery, unloading, and pick-up charges. Other cost not listed in the price quote may not be added at the time of invoicing. Rates and unit prices for the various parts shall be held firm for the one year term; increase of rates and price increase for listed items is not acceptable. LBU reserves the right to cancel the contract if listed item prices and/or rates are increased within the term of the contract.

XI. LICENSES AND PERMITS

Contractor shall be licensed to do business within the City of Long Beach and at a minimum shall certify in accordance with the laws of the State of California. Contractor and/or its subcontractor(s) shall maintain said license during the entire term of the Contract.

All permits and licenses necessary to perform the services shall be secured by the Contractor at the Contractor’s own expense. Contractor shall pay all taxes properly assessed against any equipment or property used or required in connection with the performance of the services.

XII. QUALIFICATIONS FOR BIDDERS

Each bidder shall be fully qualified by ability, knowledge, and experience to satisfactorily perform the service required in these Specifications and shall be engaged in the business of providing Power Take Off (PTO) related parts and repair services of Power Take Off by the use of its own trained and qualified employees and have the equipment, tools, materials, and supplies capable of performing the mentioned services within the required time frame.

The Contractor must have been in business providing Power Take Off (PTO) related parts and repair services of Power Take Off for at least the last three (3) years. The undersigned hereby declares that the Contractor has been in business for _____ years providing Power Take Off (PTO) related parts and repair services of Power Take Off.

XIII. CONFLICT OF INTEREST

Contractor represents and warrants that no City employee whose position in the City enables him/her to influence the award of the Contract or any competing Contract, and no spouse or economic dependent of such employee is or shall be employed in any capacity by the Contractor herein, or does or shall have any direct or indirect financial interest in this Contract.

XIV. REPAIR SERVICE

LBU shall order repair services by issuing release notices as repair services are needed during the contract period. No repair services shall be furnished until after receipt of approval and a release notice. Contractor shall provide a quote for the repair service to be performed. The quote shall include at minimum the following information:

i. Estimated hour(s)

ii. At cost part(s) amount

iii. Date service to performed and completed

All repair work shall be approved by LBU before work begins. A verbal approval is acceptable; work completed without written and/or verbal consent from LBU shall not be the responsibility of LBU. The Contractor shall bill repair services at the hourly rates indicated in their quote.

Response time for repair service shall be within 24 hours after receipt of order. LBU may request contractor to pick up the vehicle in need of repair at LBU site or LBU may deliver the vehicle to the contractor site for repair; LBU shall determine the option upon the initial repair service request. Service repair shall be completed within seven (7) business days from time of delivery by LBU or pick up by contractor. If the Contractor is unable to meet these terms, they must contact LBU and explain in writing (email) the reason(s) for the delay in repair completion.

Upon LBU receiving notice that the repair service is complete LBU shall have the option to have the contractor deliver the vehicle to LBU site or LBU may pick up the vehicle at the contractor site; LBU shall determine the option upon approving the repair service.

Unless specifically directed otherwise all repaired vehicle(s) shall be delivered Monday through Friday between the hours of 8:00 a.m. and 2:30 p.m. The repaired vehicle shall be delivered complete, f.o.b. Long Beach Utilities Department Operations Service Center, 1731 East 33rd Street, Long Beach, California. The LBU will not be held liable for the repaired vehicle while in transport until the department has received the vehicle, which is standard for most purchases by cities, individuals, etc.

The contractor shall be liable for all loss or damage to the vehicle and/or equipment while in its possession or the possession of any of its agents. Contractor shall reimburse LBU for any loss or damage to said vehicle and/ or equipment in its or its agents care or custody.

Emergency Repairs

In addition to repairs, the Contractor shall have capabilities for emergency repairs.

Emergency repair services are defined as those services required to be completed with twenty-four (24) hours or if possible, the same day. Emergency repairs are to be authorized by LBU, either in writing or verbally, and to be shown as separate items on the billing. The Contractor shall bill emergency services at the hourly rates indicated in their quote.

Contractor shall respond to an emergency service within two (2) hours of request. Failure to respond to emergency service or failure to provide competent responsive service may be cause for termination of the Contract or LBU may exercise the right to call another company to respond. The expense of this service call shall then be charged to and paid by the Contractor.

XV. DELIVERY

LBU shall order parts by issuing release notices as parts are needed during the contract period. No parts shall be furnished until after receipt of a release notice.

Unless specifically directed otherwise all parts shall be delivered Monday through Friday between the hours of 8:00 a.m. and 2:30 p.m. The items shall be delivered complete, f.o.b. Long Beach Utilities Department Operations Service Center, 1841 East 33rd Street, Long Beach, California 90807 and/or 2400 East Spring Street, Long Beach, California 90806. The LBU will not be held liable for the items while in transport until the department has received the items, which is standard for most purchases by cities, individuals, etc.

Deliveries shall be made within three (3) business days after receiving release notice. If the Contractor is unable to meet these delivery terms, they must contact LBU and explain in writing (email) the reason(s) for the delay in delivery.

XVI. LEGAL DISCLOSURE

Contractor shall disclose claims made by it or any of its owners against the LBU, the City or any other public agency over the previous five (5) years, and may provide relevant detail regarding each claim. The vendor shall disclose all pending claims and litigation to which it is a party, including the case number, jurisdiction, and current status of the action.

XVII. LIQUIDATED DAMAGES

Time is of the essence in performance hereunder. If the Contractor fails to meet the repair and/or delivery schedule, LBU shall deduct the sum of Fifty Dollars ($50.00) per calendar day for each order that does not meet the repair and/or delivery schedule, as liquidated damages and not as a penalty for breach.

Liquidated damages for items returned to the Contractor for deficiency corrections shall start on the eleventh day after delivery to Contractor and continue until equipment is returned to LBU.

XVIII. PAYMENT

Payment for parts and/or service shall be made in due course of payments of LBU after completion of service and acceptance by LBU; and upon receipt of an invoice from the Contractor.

The Contractor shall send a hard copy invoice to the LBU Accounts Payable, 1800 E.

Wardlow Rd., Long Beach, CA 90807, or Contractor can send an invoice electronically to waterfinance@lbwater.org , with each billing.

The Contractor shall not invoice for goods, materials, supplies, or services before items have been received and/or service has been completed. Payment will not be authorized until parts has been received or service is complete.

LBU will pay said invoice in due course of payments, usually no more than thirty (30) days after receipt of the invoice, providing that all work performed and/or parts are in accordance with these specifications, inspected and accepted by LBU and that applicable certifications and reports have been submitted in accordance with this Contract.

XIX. WILL CALL

Contractor shall be available during normal business hours, Monday through Friday, for delivery and will call. During the term of the Contract, purchases may be considered an emergency and, therefore, Will Call provisions and Overnight/Next Day delivery must be provided by the Contractor.

What are your normal business hours? __________ am – __________ pm Will Call items shall be available for pick-up within four (4) hours after receipt of order.

Do you have Will Call capabilities? YES _______ NO _______ Will you provide Overnight or Next Day delivery? YES _______ NO _______

Facility Location: Contractor shall have a distribution center. Location of facility will be considered in making the award.

Address of the nearest distribution center or store:

Does your company have on-line ordering? YES NO If yes, please provide the on-line ordering website:

XX. ADEQUATE STOCK

The Awarded Vendor shall be required to maintain adequate stock for timely weekly deliveries, for emergency and fill-in orders, and as needed by the City. The Awarded Vendor shall have authorization from manufacturer to distribute items.

XXI. MINIMUM ORDERS

No minimum orders will be permitted. Quotes indicating a minimum order will be rejected. Quoted pricing shall remain firm for the duration of the contract.

Manufacturer’s price increases will not be allowed nor paid by LBU.

XXII. MISCELLANEOUS ITEMS

Miscellaneous items not listed herein may be purchased by the LBU, from the successful Contractor, provided no purchase exceeds $2,500.00 per order.

XXIII. MISCELLANEOUS SERVICES

Miscellaneous services not listed herein may be requested by the LBU, from the successful Contractor, providing no purchase exceeds $5,000.00 per order.

XXIV. DISCOUNT

The LBU may purchase additional items not listed on specifications.

Please enter your cost discount allowed to LBU. %

XXV. WARRANTY

Contractor warrants that all material, parts, and equipment installed under this contract shall be in good working order and shall conform to the Contractor's published specifications. The Contractor shall make all adjustments, repairs, and part replacements necessary to maintain the equipment in this condition.

Contractor shall warrant/guarantee all parts, materials and work done against failure due to defective material and/or faulty workmanship from date of acceptance of the work by LBU for a minimum of one (1) year.

State warranty period for workmanship/labor _______year/months (Circle One) State warranty period for parts/equipment _________year/months (Circle One); If other than the manufacturer’s standard warranty.

XXVI. SALES TAX

Unit prices stated herein shall not include sales tax.

XXVII. NEW AND UNUSED

The parts furnished shall be new and unused.

XXVIII. AUTHORIZED DISTRIBUTOR/ DEALER

Bidder must indicate if it is an authorized factory distributor/dealer for the manufacturer being quoted (please initial).

Yes: No: ___________

If bidder is not an authorized distributor/dealer, the bidder shall submit with its Quotation a formal Letter of Certification from the manufacturer, stating that the manufacturer will honor any warranty claims by the City for equipment, parts, and/or materials provided by the bidder.

The manufacturer will be responsible for any default of the supplier that is not corrected by the supplier in a timely and efficient manner. This responsibility includes replacing incorrect or defective parts, trouble shooting, and correcting problems that are traceable to the manufacturer.

XXIX. DEFAULT BY CONTRACTOR

The contract may be terminated by LBU without liability for damages when in LBU’s opinion the contractor is not diligently performing the work or otherwise not complying in good faith with the contract.

In case of default by Contractor, LBU reserves the right to procure the articles or services from other sources and to hold the vendor responsible for any excess costs occasioned to the City thereby.

XXX. MAKES, MODELS & BRAND NAMES

Makes, Models & Brand Names referenced are for illustrative or descriptive purposes only, and are not intended to be restrictive to any particular product. If bidder proposes to furnish another product equal in quality and purpose, such bids will be considered as long as they materially comply with the specifications. Alternate Make, Model, Brand Names, and/or Catalog Number(s) must be indicated opposite each item in the space provided.

The specified Make, Model, and Brand Name must be furnished unless otherwise specified by bidder.

XXXI. PUBLIC WORK AND PREVAILING WAGES

In the performance of public work under any Contract, Contractor shall comply with the provisions of Standard Specifications for Public Works Construction, latest edition, and Long Beach Utilities Department Amendments thereto.

CALIFORNIA WAGE RATE REQUIREMENTS: The Contractor to whom the contract is awarded, along with its subcontractors, shall pay not less than the general prevailing rate of per diem, holiday and overtime wages established by the Department of Industrial Relations (DIR) of the State of California for the locality in which the public work is to be performed for each craft, classification or type of worker needed to execute the contract.

Refer to the California DIR’s website for such prevailing wages and additional information:

http://www.dir.ca.gov/dlsr

XXXII. SUPPLEMENTAL WORK/ ADDITIONAL AS-NEEDED WORK

LBU may request the contractor to provide supplemental work/additional as-needed work. Prior to performing any Supplemental Work, Contractor shall prepare and submit a written description of the services with an estimate of labor, materials, tools and equipment, as well as a signature line for the LBU Representative to indicate if the work is approved to start. A separate invoice shall be submitted for each approved Supplemental Work service. No work shall commence without the written authorization of LBU Representative. The signed estimate shall be supplied with each Supplemental Work invoice.

The invoice for Supplemental Work shall show the work completed, and a brief description of work performed. The invoice shall include an itemized list of the costs associated with the task, including any supplies used with their unit price, as well as total cost and labor.

All supplemental work as provided for herein shall commence on the specified date established and Contractor shall proceed diligently to complete said work within the time allotted.

LBU reserves the right to bid separately, outside the scope of this bid, for additional work. There is no guarantee that LBU will request the Contractor to perform any additional work. Contractor must not rely on receiving a request from the City for additional work in preparing and submitting a quote.

http://www.dir.ca.gov/dlsr

XXXIII. LAWS, ORDINANCES, AND REGULATIONS

Contractor shall keep fully informed and at all times observe and comply with all laws, ordinances, regulations, orders, and decrees of bodies or tribunals having any jurisdiction or authority that affect those employed hereunder.

Contractor and agents and employees of Contractor shall be bound by and comply with all applicable provisions of the California Labor Code and with all Federal, State, and local laws related to labor.

Contractor shall report in writing to the Department any discrepancy or inconsistency in relation to any such law, ordinance, regulation, order, or decree discovered in the Contract, or that may become effective before the expiration of the Contract.

In the performance of this contract, the Contractor agrees it will abide by all federal, state, and local laws, codes, rules and regulations set forth with regard to the equipment by municipal, state, or federal authorities having jurisdiction in effect on the date of this contract.

The Contractor must comply with all applicable OSHA, State, City and Federal regulations with regard to safety precautions throughout the performance of the contract. The Contractor will assume full responsibility and liability for compliance with all applicable regulations pertaining to the health and safety of personnel while rendering services.

The Contractor shall use the appropriate materials and practices that will repair all generators, portable and stationary, in a manner consistent with best industry standards.

XXXIV. PUBLIC RECORDS

Quotes will become public record after a contract award. Unless the bid or specific parts of the Quote can be shown to be exempt by law. Each bidder may clearly label all or part of Quote as “CONFIDENTIAL” provided that the bidder thereby agrees to indemnify and defend LBU for honoring such a designation. The failure to label any information that is released by LBU shall constitute a complete waiver of any and all claims for damages caused by any release of the information.

XXXV. TEMPORARY SUSPENSION OF WORK

LBU representative(s) shall have the authority to suspend work by the Contractor, wholly or in part, for such period as necessary due to unsuitable work conditions, failure of Contractor to carry out direction or failure to perform in accordance with the Contract.

XXXVI. INSPECTION

Final inspection and acceptance shall be made after delivery/service at LBU. Neither inspection, waiving of inspection, nor LBU’s acceptance shall relieve the contractor of the obligation to furnish the products according to this quotation.

In the event of items/service not meeting the quotation requirements as determined by LBU, shall be returned to the contractor for compliance. Contractor shall correct noted deficiencies within five (5) working days at no additional cost to LBU.

XXXVII. SUBCONTRACTING

Any attempt by the contractor to subcontract any performance of the terms of this contract shall be approved by LBU. LBU shall not be held responsible for any unapproved work completed by a subcontractor. Contractor shall be responsible for any cost resulting from unapproved subcontract repairs. In the event of such a default, LBU may immediately terminate this Contract.

XXXVIII. CONTRACTOR ORIENTATION MEETING

Awarded Contractor may/shall be required to attend an orientation meeting prior to the commencement of the contract/ work. LBU representatives will review the requirements of the Specifications with the Contractor awarded the Contract.

XXXIX. BUSINESS LICENSE

The Long Beach Municipal Code (LBMC) requires all businesses operating in the City of Long Beach to pay a business license tax. In some cases the City may require a regulatory permit and/or evidence of a State or Federal license. Prior to issuing a business license, certain business types will require the business license application and/or business location to be reviewed by the Development Services, Fire, Health, and/or Police Departments. For more information, go to www.longbeach.gov/finance/business_license.

In accordance with Municipal Code (Section 3.80.210) a business license is required under the following conditions:

(a) If you are providing a service in Long Beach, CA

(b) If you are providing and delivering a product in Long Beach, CA

For more information, contact the Business License Section at 562-570-6211 or by e-mail to lbbiz@longbeach.gov.

Long Beach Business License Number:

(Only Required Upon Notification of Award)

The undersigned hereby declares that the Contractor has a valid State of California Contractor's License sufficient to qualify as a Contractor in this case and a current City of Long Beach Business License; and will obtain all required permits.

A. California Contractor's License No.:

Expires: ___________________________ Classification: ______________________

Awarded Contractor(s) must have a valid Long Beach Business License prior to contract execution. At the time of Quote submittal, a Long Beach Business License is not mandatory: however, if the Contractor has already filed, information may be submitted above.

http://www.longbeach.gov/finance/business_license

XL. MINORITY, WOMEN AND OTHER BUSINESS ENTERPRISE OUTREACH

In accordance with CalEMA/Grantor directives, as applicable, firms who represent small business enterprises (SBEs), minority business enterprises (MBEs) and women business enterprises (WBEs) are encouraged to participate in competition for this opportunity. Any such enterprise shall include the appropriate SBE/MBE/WBE certification along with its bid. The Awarded Contractor agrees that, to the extent contractors or subcontractors are utilized, the Awarded Contractors shall use small, minority, women-owned, or disadvantaged business concerns and contractors or subcontractors to the extent practicable and shall take the affirmative steps as set forth in 49 CFR §13.36(e).

The following information is submitted regarding the bidder:

Check all that apply:

Minority Business Enterprises (MBE) Disadvantaged Business Enterprise (DBE)

Local Business Enterprise (LBE) Women Business Enterprises (WBE)

Legal Form of Proposer:

Corporation State of __________

Partnership State of __________

General Limited

Joint Venture

Individual DBA

Limited Liability Company State of __________

Composition of Ownership (more than 51% of ownership of the organization):

OPTIONAL

Ethnic (Check one):

Black Asian Other Non-white

Hispanic American Indian Caucasian

Non-ethnic Factors of Ownership (check all that apply):

Male Yes - Physically Challenged Under 65

Female No – Physically Challenged Over 65

Is the firm certified as a Disadvantaged Business: Yes No

Has firm previously been certified as a minority-owned and/or woman-owned business enterprise by any other agency?

Yes No

Name of certifying agency: _____________________________________________

BID FORM SECTION

In accordance to the terms and conditions, the undersigned shall furnish and repair complete as per RFQ and execute a Contract at the following rates and prices.

ITEMS:

A. Repair Services:

Hourly Labor Rate for Power Take $ Off Repair

Hourly Labor Rate for Transmission $ Repair due to Power Take Off

B. Specific Parts:

Brand Item Part Number Description Unite Price

Chelsea 859XMFJPB5XV Power Take Off (PTO) $ __ _______

Berkeley B65999 Water Pump $ __ _______

Spicer 3-28-47 Tube Yoke $ ___ ______

Spicer 5-178X U-Joint $ ____ _____

Spicer 3-4-103 End Yoke $ _____ ____

Dixon TBC475 T-Bolt Clamps $ ______ ___

Morse 317310 Control head $ _______ __

Buyers BAV050SA Valve, Solenoid, 4 way, 2 Pos.

Hatz 01109101 Muffler $ ___ ______

Morse 307141-30 Utility Cable $ ____ _____

Buyers TGC32508V Air Cylinder $ _____ ____

Berkeley S14022 Packing Rings $ _____ ____

Parker 16U-616 Fitting $ _____ ____

Parker 16U-696 Fitting $ _____ ____

Eaton Weatherhead

H03916 Hydraulic Hose $ _____ ____

PM AW-46 Hydraulic Oil, 5 Gallon $ _____ ____

Buyers LDR02 Hydraulic Tank oil Level Gauge

Spicer 3-3-598KX Slip Yoke $ _____ ____

Spicer 3-2-119 Flange Yoke $ _____ ____

Buyers TFA005715 Breather Cap $ _____ ____

Chelsea 870XDFJP-B5XV Power Take Off (PTO) $ _____ ____

Spicer 5-160X U-Joint $ _____ ____

C. Other Charges (Explain):

Vendor agrees to hold quoted prices and rates firm for one year.

YES NO

Vendor is located within a 30-mile radius of LBU Operations Service Center, 1731 E. 33rd Street, Long Beach, CA 90807.

YES NO

Vendor agrees that deliveries of parts shall be complete within three (3) business days after receipt of order.

YES NO

Vendor agrees that repairs shall be complete within seven (7) business days after receipt of order.

YES NO

Vendor agrees to acquire approval from LBU prior to subcontracting repair services.

YES NO

Vendor has a space big enough to service LBU larger Vehicles.

YES___________ NO_____________

LBU reserves the right to purchase different quantities at the quoted prices and/or percentage discount depending on actual needs and requirement. LBU does not guarantee usage nor guarantee that all items or services listed herein will be ordered/purchased during the term of the contract. The LBU may purchase additional items not listed on quote.

It is understood that the unit price(s) shall be held to be "correct" if the totals are found to contain any computational errors and that the totals found to be in error shall be corrected.

Signed: Date:

Print Name/Title:

Company Name:

Address:

Email:

Phone Number: Fax Number:

WE ARE PLEASED TO SUBMIT THIS QUOTE IN ACCORDANCE WITH LBU

REQUEST FOR QUOTATION, SPECIFICATIONS AND TERMS AND CONDITIONS TO

FURNISH AND DELIVER THE ITEMS FOB DESTINATION LONG BEACH UTILITIES

DEPARTMENT, 1731 E. 33rd St., LONG BEACH, CALIFORNIA, 90807 AND 2400 E.

SPRING St., LONG BEACH, CALIFORNIA, 90807.

GENERAL CONDITIONS

1) Acceptance of the offer contained in this Contract is expressly limited to the terms and conditions of such offer as herein stated.

2) Definitions

A) Bidder Any individual, firm or corporation submitting a bid to sell and deliver the materials, supplies or equipment to be furnished in accordance with these Specifications and called for in the notice inviting bids.

B) Board Board of Utilities Commissioners of the City of Long Beach

C) City The City of Long Beach, a municipal corporation of the State of California

D) Contract These Specifications, the Notice Inviting Bids, the Bid of the Contractor, and the Agreement entered into pursuant thereto shall constitute the Contract between the Board and the Contractor

E) Contractor The Bidder whose Bid is accepted and to whom the Contract is awarded

F) Engineer General Manager of the Long Beach Utilities Department or his designated representative(s).

G) General Manager The General Manager of the City of Long Beach Utilities Department

H) LBU

Long Beach Utilities Department

3) No charges for taxes, transportation, boxing, packaging, crating or returnable containers will be allowed and paid by LBU unless separately stated hereon. All sales, use, excise or similar taxes to be paid by LBU must be itemized separately hereon and on invoices. LBU is exempt from payment of Federal Excise Tax under Certificate No. 95-73 0502K and none shall be charged to

LBU.

4) LBU’s obligation to pay the sum herein stated for any one fiscal year shall be contingent upon LBU appropriating the necessary funds for such payment by LBU in each fiscal year during the term of this Contract. For the purposes of this section, a fiscal year commences on October 1 of the year and continues through September 30 of the following year. In the event that LBU Board fails to appropriate the necessary funds for any fiscal year, then and in that event, the Contract will terminate at no additional cost or obligation to LBU.

5) Contractor shall deliver the materials, equipment, supplies or services, or cause the work to be performed, within the time and in the manner specified in the Contract. Times and dates stated herein are of the essence. If at any time Contractor has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay shall be given immediately to LBU. Deliveries must be prepaid. C.O.D. shipments will not be accepted.

6) LBU reserves the right at any time to make changes in drawings and specifications, in methods of shipment and packaging and in place of delivery as to any articles covered by this Contract. In such event there will be made an equitable adjustment in price and time of performance mutually satisfactory to Contractor and LBU; but, any claim by Contractor for such an adjustment must be made within thirty (30) days of such change.

7) Contractor warrants that the goods, machinery or equipment delivered or the work performed hereunder shall conform to the specifications, drawings, samples or other description specified by LBU and shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, in good working order, and free from defect or faulty workmanship for a period of ninety (90) days. When defective goods, machinery, or equipment or faulty workmanship is discovered, which requires repair or replacement pursuant to this warranty, Contractor shall provide all labor, materials, parts, and equipment to correct such defect at no expense to LBU.

8) Contractor shall defend, indemnify, and hold Board and City, their officials and employees harmless from and against all loss, damage, liability, demands, claims, causes of action, costs, and expenses (including reasonable attorney’ fees) for injuries (including death) to persons, or damage or destruction of property connected with or arising from the negligent acts or omissions of Contractor, its officers, agents, and employees in the performance of this Contract.

9) The Board reserves the right to terminate this Contract at any time in whole or in part even though Contractor is not in default hereunder. In such even there will be made an equitable adjustment of the terms that is mutually satisfactory to the Board and Contractor. Upon receipt of any notice of such termination, Contractor shall, unless such notice otherwise directs, immediately discontinue all work on the Contract and deliver, if and as directed, to the Board all completed and partially completed articles, work in process and materials purchased or acquired for performance of the Contract. The provisions of this section shall not limit or affect the right of the Board to terminate this Contract immediately upon written notice of breach.

10) The Board reserves the right to cancel this Contract or any part thereof and reject delivery of goods if delivery is not undertaken and completed when specified and in accordance with specifications. Contractor shall be charged for any direct losses, but not any consequential damages, sustained by the Board and City by reason of such delay or failure, excepting losses caused by a delay for reasons beyond Contractor’s reasonable control. Direct losses shall include any costs to the Board and City in excess of the Contract price of obtaining goods from other sources similar to those cancelled or rejected hereunder.

11) The Board shall pay to Contractor the price(s) specified in the Contract on delivery of the materials, equipment, supplies, or services and acceptance thereof by General Manager or his designee, or upon completion of the work to be performed and accepted thereof, as specified in the Contract. Defective articles or articles not in accordance with LBU’s specifications shall be held for Contractor’s instructions at Contractor’s risk and if Contractor so directs will be returned at Contractor’s expense.

12) No return or exchange of material, equipment, or supplies shall be permitted without written approval of LBU’s Purchasing Agent.

13) All royalties for patents, or changes for the use of patents, which may be involved in any article to be furnished under this Contract shall be included in the Contract price.

14) In cases where a price subject to escalation has been agreed upon, the price escalation shall be shown as a separate item on the invoice. Unless an escalator clause has been shown as a specific part of this Contract, Contractor shall not be entitled to reimbursement for costs incurred due to escalation.

15) All materials, supplies and equipment provided under this Contract shall be in full compliance with the Safety Orders and

Regulations of the Division of Industrial Safety of the State of California, Title 8, California Code of Regulations (CAL/OSHA) and all applicable OSHA regulations as well as all other applicable California Code of Regulations. Contractor shall indemnify and hold the Board and City, its officials, and employees harmless for, of, and from any and all loss, including, but not limited to fines, penalties. and corrective measures they may sustain by reason of Contractor’s failure to comply with said laws, rules, and regulations in connection with the performance of this Contract.

16) Contractor shall keep confidential and not disclose to others or use in any way to the detriment of LBU, confidential business or technical information that LBU may disclose in conjunction with this Contract, or Contractor may learn as a result of performing this

17) This Contract shall not be assigned in whole or in part, nor any duties delegated without the Board’s prior written approval.

18) The remedies herein reserved shall be cumulative and additional to any other remedies at law or in equity. The waiver of any breach of this Contract shall not be held to be a waiver of any other or subsequent breach. LBU’s failure to object to provisions contained in any communication from Contractor shall not be deemed an acceptance of such provisions or a waiver of the provisions of this Contract.

19) This Contract shall not be amended or modified except by written agreement signed by the parties and expressly referring to this

20) Contractor shall indemnify, hold harmless, and defend the Board and City, their officials, and employees from any damage, claim, loss, cost, liability, cause of action, or expense, including reasonable attorney’s fees, whether or not reduced to judgment, arising from any infringement or claimed infringement of any patent, trademark or copyright, or misappropriation of confidential information, or trade secrets of any third party and based on the manufacture, sale, or use of goods, machinery, or equipment supplied hereunder.

21) Contractor shall furnish further itemization and breakdown of the Contract price when requested by LBU.

22) Contractor, in the performance of any work or the furnishing of any labor under this Contract, shall be considered as an independent contractor. Contractor, his agents, and employees shall not be considered as employees of LBU.

23) Contractor and subcontractor(s) shall not discriminate against any person in the performance of this Contract and shall comply with applicable federal, state, and city equal employment opportunity laws, ordinances, rules, and regulations. Contractor and subcontractor(s) shall not discriminate against any employee or applicant for employment or against any subcontractor on the basis of race, color, religion, national origin, sex, sexual orientation, AIDS, HIV status, age, disability, or handicap, subject to federal and state laws, rules, and regulations.

24) Contractor shall comply with all applicable federal, state, and local laws pertaining to the subject matter hereof.

25) Contractor shall submit samples of all documents that Contractor may require LBU to execute to complete this transaction. By accepting these samples as part of the bid or by awarding the Contract to a Contractor who has submitted said samples, LBU does not agree to the terms stated in said samples. This Invitation to Bid and Contractor’s bid shall take priority over said samples and this Invitation and Contractor’s bid shall become the Contract between LBU and the Contractor.

26) All quantities stated herein are only ESTIMATES. LBU reserves the right to increase or decrease these estimated quantities based on its actual needs and funds available.

27) LBU reserves the right to exercise at its option an increase in expenditures by ten (10) percent annually, but LBU does not guarantee such an increase.

28) Contractor shall cooperate with LBU in all matters relating to taxation and the collection of taxes, particularly with respect to the self-accrual of use tax. Contractor shall cooperate as follows: (i) for all leases and purchases of materials, equipment, supplies or other tangible personal property totaling over $100,000 shipped from outside California, a qualified Contractor shall complete and submit to the appropriate governmental entity the form in Appendix “A” attached hereto; and (ii) for construction contracts and subcontracts totaling $5,000,000 or more, Contractor shall obtain a sub-permit from the California Board of Equalization for the Work site. “Qualified” means that the Contractor purchased at least $500,000 in tangible personal property that was subject to sales or use tax in the previous calendar year.

In completing the form and obtaining the permit(s), Contractor shall use the address of the Work site as its business address and may use any address for its mailing address. Copies of the form and permit(s) shall also be delivered to the Purchasing Agent.

The form must be submitted and the permit(s) obtained as soon as Contractor receives a notice of award. Contractor shall not order any materials or equipment over $100,000 from vendors outside California until the form is submitted and the permit(s) obtained and, if Contractor does so, it shall be a material breach of the Agreement. In addition, Contractor shall make all purchases from its Long Beach sales office and the Long Beach sales office of its vendors if those vendors have a Long Beach office and all purchases made by Contractor under this Agreement which are subject to use tax of $500,000 or more shall be allocated to LBU of Long Beach. Contractor shall require the same form and permit(s) from its subcontractors.

Contractor shall not be entitled to and by signing this Contract waives any claim or damages for delay against City and LBU if

Contractor does not timely submit these forms to the appropriate governmental entity. Contractor may contact LBU Accounting

Division at 562-570-2300 for assistance with the form.

29) The California Integrated Waste Management Act (Public Resources Code, Sec. 40000 et seq.) requires governmental entities to achieve fifty (50) percent diversion of waste. In conjunction with the City’s Integrated Resources Bureau, the City is currently developing an Environmentally Preferable Product (EPP) procurement plan. These guidelines enable the City Purchasing Agent to greatly expand procurement programs by moving beyond a singular consideration of “recycled-content”. EPP procurement facilitates the purchase of products that qualify within a broad range of “environmentally preferable” criteria, such as: minimal packaging; energy savings; non-toxic; manufactured from sustainably-harvested materials. Contractor shall monitor products that fall within the EPP guidelines and document all criteria that qualify the product as an EPP. Documentation from the manufacturer will be acceptable and may be required during the term of the Contract.

30) NOTICE TO BIDDERS REGARDING THE PUBLIC RECORDS ACT:

Responses to this Invitation to Bid become the exclusive property of LBU. All Bids submitted in response to this Invitation to Bid are a matter of public record and shall be regarded as public records. Exceptions will be only those elements in each Bid that are defined by the Bidder as business or trade secrets and are marked as “Trade Secrets”, “Confidential” or “Proprietary”.

LBU shall not be liable or responsible in any way for disclosure of any records not marked as “Trade Secrets”, “Confidential” or “Proprietary”. LBU shall not be liable or responsible in any way for disclosure of any records so marked if disclosure is deemed to be required by law or by a court order.

31) THE FOLLOWING ADDITIONAL CONDITIONS APPLY ONLY IN CASES WHERE CONTRACTOR IS TO PERFORM WORK ON

CITY PROPERTY:

A) If at any time during the progress of the Work, Contractor shall allow any indebtedness to accrue for labor, equipment, or materials, or which may become a claim against LBU, Contractor shall immediately upon request from the LBU pay such claim or indebtedness or cause such lien to be dissolved and discharged by giving a bond or otherwise and, in case of his failure so to do, LBU may withhold any money due Contractor until such claim or indebtedness is paid or may apply such money toward the discharge thereof; or, in such event LBU may at its option declare this Contract to be terminated; take possession and control of the Work and complete the same or cause the same to be completed according to the specifications. Contractor shall pay to LBU the difference between the Contract price and the actual cost to LBU in completing or causing the Work to be completed.

B) Contractor shall carry on the Work at its own risk until the same is fully completed and accepted and shall, in case of any accident, destruction, or injury to the Work or materials before its final completion and acceptance, repair, or replace the work or materials so injured, damaged, and destroyed, at his own expense and to the satisfaction of LBU. When materials and equipment are furnished by others for installation or erection by Contractor, Contractor shall receive, unload, store, and handle same at the Site and become responsible as though such materials and equipment were being furnished by Contractor under the Contract.

C) Contractor shall procure and maintain at Contractor’s expense for the duration of the Contract the following insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Contract by Contractor, its agents, representatives, employees or subcontractors:

(1) Comprehensive General Liability: $1,000,000 combined single limit for each occurrence or $2,000,000 General

Aggregate for bodily injury, personal injury, and property damage, including products and completed operations coverage.

The Board of Utilities Commissioners, its officials, employees and agents shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; and premises owned, leased or used by Contractor.

(2) Automobile Liability: $500,000 combined single limit per accident for bodily injury and property damage covering owned, non-owned and hired vehicles.

(3) Workers’ Compensation as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident.

Any self-insurance program and self-insured retention must be separately approved in writing by LBU.

Each insurance policy shall be endorsed to state that coverage shall not be cancelled by either party or reduced in coverage except after thirty (30) days prior written notice to LBU.

Contractor shall maintain at its expense, until completion of performance and acceptance by City, from an insurer:

a. Admitted (licensed) in the State of California with a current financial responsibility rating of A (Excellent) or better and a current financial size category (FSC) of V (capital surplus and conditional surplus funds of greater than $10 million) or greater rating as reported by A.M. Best Company or equivalent, unless waived in writing by City’s Risk Manager, or

b. Non-admitted in the State of California with a current financial responsibility rating of A (Excellent) or better and a current financial size category (FSC) of VIII (capital surplus and conditional surplus funds of greater than $100 million) or greater rating as reported by A.M. Best Company or equivalent, unless waived in writing by City’s Risk Manager.

All coverages for Subcontractors shall be subject to the requirements stated herein and shall be maintained at no expense to

LBU.

Contractor shall furnish LBU with certificates of insurance and original endorsements providing coverage as required above.

The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

Before any of Contractor’s or Subcontractor’s employees shall do any Work on LBU’s property, Contractor shall furnish LBU with the required certificates evidencing that such insurance is being maintained. Such certificates shall specify the date when such insurance expires. Such insurance shall be maintained until after the Work under the Contract has been completed and accepted.

Such insurance as required herein or in any other documents to be considered a part hereof shall not be deemed to limit Contractor’s liability under this Contract.

D) Contractor shall defend, indemnify and hold harmless The Board of Utilities Commissioners, its officials, and employees from and against any and all liability for claims for bodily injury and property damage arising out of negligent acts, omissions or errors of any employee of Contractor at the Site.

E) Contractor shall list the name and location of the place of business of each Subcontractor who will perform work, labor or services for Contractor, or who specially fabricates and installs a portion of the Work or improvement in an amount in excess of one-half of one percent of Contractor’s total contract cost. The Subcontractor list shall be submitted with Contractor’s Bid