HomeMy WebLinkAboutCommunity Medical Regional Center a dba of Fresno Community Hospital & Medical Center Service Contract -Bid 12400160 - 6-20-2024L/UUUblyll CIIVCIUpt= ILJ. VUJCU4'+y-/ VUL/-'i/ r.7-OUV4-OUODUOWUGUCM
SERVICE CONTRACT
THIS CONTRACT (Contract) is made and entered into by and between the CITY OF
FRESNO, a California municipal corporation (City), and , Fresno Community Hospital and
Medical Center dba Community Regional Medical Center (Contractor), as follows:
1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to
Bidders," "Bid Proposal," and the "Specifications" including "General Conditions",
"Special Conditions" and "Technical Specifications" for the following: RC RFP for Acute
and Non -Acute Sexual Assault Forensic Examinations Bid File No. 12400160
copies of which are annexed hereto, together with all the drawings, plans, and documents
specifically referred to in said annexed documents, and are hereby incorporated into and
made a part of this Contract, and shall be known as the Contract Documents.
2. PRICE. For the monetary consideration of $450,000.00, as set forth in the
Bid Proposal, Contractor promises and agrees to furnish or cause to be furnished, in a
new and working condition, and to the satisfaction of City, and in strict accordance with
the Specifications, all of the items as set forth in the Contract Documents.
3. PAYMENT. City accepts Contractor's Bid Proposal as stated and agrees to
pay the consideration stated, at the times, in the amounts, and under the conditions
specified in the Contract Documents.
4. INDEMNIFICATION: To the furthest extent allowed by law, including
California Civil Code section 2782, Contractor shall indemnify, hold harmless and defend
City and each of its officers, officials, employees, agents and volunteers from any and all
loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or
strict liability, including, but not limited to personal injury, death at any time and property
damage) incurred by City, Contractor or any other person, and from any and all claims,
demands and actions in law or equity (including reasonable attorney's fees, litigation
expenses, and costs to enforce this Contract), arising or alleged to have arisen directly
or indirectly out of performance of this Contract. Contractor's obligations under the
preceding sentence shall apply regardless of whether City or any of its officers, officials,
employees, agents or volunteers are passively negligent, but shall not apply to any loss,
liability, fines, penalties, forfeitures, costs or damages caused by the active or sole
negligence, or by the willful misconduct, of City or any of its officers, officials, employees,
agents or volunteers.
If Contractor should subcontract all or any portion of the work to be performed under
this Contract, Contractor shall require each subcontractor to indemnify, hold harmless
and defend City and each of its officers, officials, employees, agents, and volunteers in
accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
5. The City Manager, or designee, is hereby authorized and directed to execute
and implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of authority
must be expressly included in the Agreement.
[Signatures follow on the next page.]
GSD-B Service Contract — Contractor (01-2024)
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IN WITNESS WHEREOF, the parties have executed this Contract on the day and year
here below written, of which the date of execution by City shall be subsequent to that of
Contractor's, and this Contract shall be binding and effective upon execution by both
parties.
CITY OF FRESNO,
A C ' niabm6a nicipal corporation
iA.LUSSA. PV#&S 4/28/2025
By:
Melissa Perales
Purchasing Manager
General Services Department
APPROVED AS TO FORM:
ANDREW JANZ
city Atto�nay.
By. �tIAIAIFt,V Wbin. 5/2/2025
3ennifer Wharton Date
Sup./Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Sj&Ied by:
By: LAAl. AC, 5/7/2025
Tina M. Your Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Mark Salazar, Deputy Chief
2323 Mariposa Street
Fresno, CA 93721
Phone: (559) 621-2401
E-mail: mark.salazar@fresno.gov
GSD-B Service Contract — Contractor (01-2024)
FRESNO COMMUNITY HOSPITAL AND
MEDICAL CENTER DBA COMMUNITY
REGIONAL MEDICAL CENTER,
Dour ign by:
E6mio
w&yV yv 4/28/2025
By:
Craig wagoner
Name:
Title:
President & CEO
(If corporation or LLC., Board Chair,
, �V' Pres.)
By:
Christopher Neuman
Name:
Title: svP, CFO
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEWED BY:
DocuSigned by:
Dyan Ayala
CONTRACTOR:
Fresno Community Hospital and Medical
Center dba Community Regional Medical
Center
Attention: Karen Reid -Williams,
SAFE Program Coordinator
2823 Fresno Street
Fresno, California 93723
Phone: (559) 459-7421
E-mail: kreid@communitymedical.org
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III - GENERAL CONDITIONS
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III. GENERAL CONDITIONS
1. DEFINITIONS: Wherever used in the Specifications, including the Instructions to Proposers, the
proposal, or any of the Contract Documents, the following words shall have the meaning herein given,
unless the context requires a different meaning.
(a) "City" and "City of Fresno" shall each mean the City of Fresno, CA, unless otherwise
indicated.
(b) "City Manager" shall mean the City Manager of the City of Fresno.
(c) "Contract" and "Contract Documents" shall each mean and refer to these
Specifications, including the Instructions to Proposers, the proposal and any
addenda thereto, the Contract and all City of Fresno specifications, and other
papers and documents incorporated by reference into or otherwise referred
to in any of the foregoing documents, whether or not attached thereto.
(d) "Contractor" shall mean each person or entity awarded a Contract hereunder and named
or to be named in the Contract with the City of Fresno to furnish the goods or services, or
both, to be furnished under the Contract.
(e) "Council" and "City Council" shall each mean the Council of the City of Fresno.
(f) "Proposer" shall mean each person or entity submitting a proposal, whether or not such
person or entity shall become a Contractor by virtue of award of a Contract by the City.
(g) "Purchasing Manager" shall mean the Purchasing Manager of the City of Fresno.
(h) "Specifications" shall mean the Contract Documents.
2. ❑ELIVER"( OF SERVICES: If Contractor is delayed providing services by (i) any acts or
omissions of City or its employees, or others acting under authority of City by contract or otherwise, (ii)
acts of God which Contractor could not reasonably have foreseen and provided for, (iii) illegal strikes,
boycotts or like illegal obstructive action by employee or labor organizations, or (iv) any illegal general
lockouts or other defensive action by employers, whether general or by organizations of employers;
Contractor shall have no claim for damages against City for any such cause of delay, but shall be
entitled to an extension of time as will reasonably compensate Contractor for actual loss of time
occasioned thereby. Contractor may apply to the City Manager for such extension. However, no such
extension of time shall be granted unless Contractor shall have notified the Purchasing Manager, in
writing, within one week after the commencement or occurrence of the condition or event which is
expected to cause a delay in delivery, of such condition or event and the actual or estimated number of
days of delay anticipated on account thereof. The decision of the City Manager as to the number of
additional days, if any, to be allowed for completion of delivery on account of such condition or event,
will be given in writing to Contractor.
3. TERMINATION FOR CONVENIENCE: The City reserves the right to terminate this Contract for
any reason, upon sixty (60) days written notice to the Contractor. In the event of such termination, the
Contractor shall be paid for satisfactory service performed to the date of termination.
4. TERMINATION FOR CAUSE:
a. If the Contractor shall fail to complete delivery, within the time or times specified herein, of
all or any part of the materials, equipment, supplies or services to be provided under the Contract,
the City Manager of the City of Fresno or designee, acting for and on behalf of the City, may at
any time after the expiration of the time for cure, terminate the Contract as to the whole thereof,
RFP09-2023 PROPOSAL SECTION PAGE 27
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or in the event partial delivery has been made and accepted, as to such of the items or service
to be furnished which have not been delivered or accepted prior to such termination.
b. The City may terminate this Contract if the Contractor materially breaches any of its
obligations under this Contract and fails to commence and diligently pursue reasonable efforts to
cure such breach within fifteen (15) days after written notice by the City specifically describing
the breach.
C. Such termination shall be effective upon receipt by Contractor of written notice of
termination from said City Manager or designee, which notice shall be deemed to have been
received by Contractor, if mailed by certified mail, within forty-eight hours to Contractor's address
as contained in the proposal to the City or, if personally delivered, upon the delivery thereof to
Contractor, the authorized representative of Contractor, or to the Contractor's said address.
5. CONTRACT DOCUMENTS: Upon award of the Contract, the Contractor shall execute and
submit all required documents to the Purchasing Manager, 2101 G Street, Building A, Fresno, California
93706, in a form acceptable to the City of Fresno within fifteen (15) calendar days (except in the event
federal funding is applicable to this Contract, then 10 working days) from the date of Notice of Award.
Failure to provide said documents within the designated period shall be sufficient cause to forfeit the
proposal deposit and initiate a City departmental recommendation for City to award the Contract to
another Proposer.
6. PERFORMANCE BOND: Throughout the life of this Contract, the Contractor shall pay for and
maintain in full force and effect a "Faithful Performance Bond" from a corporate surety, admitted by the
California Insurance Commissioner to do business in the State of California, in the amount of $NIA. If
applicable, this bond is to be renewed annually.
INSURANCE REQUIREMENTS..
(a) Throughout the life of this Agreement, Contractor shall pay for and maintain in full force and
effect all insurance as required herein with an insurance company(ies) either (i) admitted by the
California Insurance Commissioner to do business in the State of California and rated no less than "A-
VII" in the Best's Insurance Rating Guide, or (ii) managed by a captive reinsurance program, or (iii) as
may be authorized in writing by City's Risk Manager or designee at any time and in its sole discretion.
The required policies of insurance as stated herein shall maintain limits of liability of not less than
those amounts stated therein. However, the insurance limits available to City, its officers, officials,
employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits
specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, Contractor or any of its
subcontractors fail to maintain any required insurance in full force and effect, all services and work
under this Agreement shall be discontinued immediately, and all payments due or that become due to
Contractor shall be withheld until notice is received by City that the required insurance has been
restored to full force and effect and that the premiums therefore have been paid for a period satisfactory
to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this
Agreement. No action taken by City pursuant to this section shall in any way relieve Contractor of its
responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall
include, without limitation, notification received by City that an insurer has commenced proceedings, or
has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the
liability of Contractor, including, without limitation, liability under the indemnity provisions of this
Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Contractor. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of Contractor, vendors, suppliers,
RFP09-2023 PROPOSAL SECTION PAGE 28
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invitees, contractors, sub -contractors, subcontractors, or anyone employed directly or indirectly by any
of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability
Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The
Commercial General Liability policy shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including the use of
owned and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of liability not
less than those set forth under "Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability
coverage arising out of the ownership, maintenance or use of automobiles in the course of your
business operations. The Automobile Policy shall provide coverage for all owned, hired, and
non -owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability
Insurance.
4. Professional Liability including both (Abuse & Molestation) & (Medical Malpractice) Insurances
that insures against liability arising out of the bodily injury, personal injury, including mental anguish,
and third -party property damage occurring because of the wrongful or negligent acts attributable to the
institution. The Abuse & Molestation coverage should protect against a wide range of potential claims,
including but not limited to athletics, alcohol, assault, verbal and/or physical abuse, campus crime,
sexual molestation and other sexual misconducts. The Medical Malpractice coverage should protect
against any claims of medical negligence.
MINIMUM LIMITS OF INSURANCE,
Contractor, or any party the Contractor subcontracts with, shall maintain limits of liability of not less than
those set forth below. However, insurance limits available to City, its officers, officials, employees,
agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein
or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under the
Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory
limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. Professional Liability (Abuse & Molestation and Medical Malpractice):
(i) $2,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event Contractor purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum
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Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the
primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply
on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees,
agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
CONTRACTOR shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CONTRACTOR shall also be responsible for payment of any self -insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain. or be endorsed to
contain the following provisions:
1. City, its officers, officials, employees, agents and volunteers are to be covered as additional
insureds. Additional Insured status for all ongoing and completed operations under the General Liability
policy shall be as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded to City, its
officers, officials, employees, agents, and volunteers.
3. For any claims relating to this Agreement, Contractor's insurance coverage shall be primary
insurance with respect to the City, its officers, officials, employees, agents and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, agents and
volunteers shall be excess of Contractor's insurance and shall not contribute with it. Primary and non-
contributory status under the General Liability policy shall be as broad as that contained in ISO Form
CG 20 01 04 13.
4. Should any of these policies provide that the defense costs are paid within the Limits of Liability,
thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of
these polices will be twice the above stated limits,
All policies of insurance shall contain, or be endorsed to contain, the following provision: Contractor
and its insurer shall waive any right of subrogation against City, its officers, officials, employees, agents
and volunteers.
All policies ❑f insurance required herein shall be endorsed to provide that the coverage shall not be
cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendar days written
notice by certified mail, return receipt requested, has been given to City. Contractor is also responsible
for providing written notice to the City under the same terms and conditions. Upon issuance by the
insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits,
Contractor shall furnish City with a new certificate and applicable endorsements for such policy(ies). In
the event any policy is due to expire during the work to be performed for City, Contractor shall provide
a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen
(15) calendar days prior to the expiration date of the expiring policy.
If anv insurance policy is written on a claims -made form:
1. The retroactive date must be shown and must be before the effective date of the Agreement or
the commencement of work by Contractor.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the Agreement work or termination of the Agreement, whichever occurs first,
or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery
period.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form
with a retroactive date prior to the effective date of the Agreement or the commencement of work by
RFP 09-2023 PROPOSAL SECTION PAGE 30
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Contractor, Contractor must purchase "extended reporting" coverage for a minimum of five (5) years
completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. These requirements shall survive expiration or termination of the Agreement.
SUBCONTRACTORS
If Contractor subcontracts any or all of the services to be performed under this Agreement, Contractor
shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a
separate Side Agreement with the City to provide required indemnification and insurance protection.
Any required Side Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no Side Agreement is required,
Contractor will be solely responsible for ensuring that its subcontractors maintain insurance coverage
at levels no less than those required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
Contractor shall furnish City with all certificate(s) and applicable endorsements effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and approved by
the City's Risk Manager or designee prior to City's execution of the Agreement and before work
commences. All non -ISO endorsements amending policy coverage shall be executed by a licensed
and authorized agent or broker. Upon request of City, Contractor shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all endorsements, with
said copy certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
8. INDEMNIFICATION: To the furthest extent allowed by law, including California Civil Code
section 2782, Contractor shall indemnify, defend and hold harmless City and each of its officers,
officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity,
loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in
contract, tort, or strict liability, including but not limited to personal injury, death at any time, property
damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary
or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-
performance of this Contract . Contractor's obligations as set forth in this section shall apply regardless
of whether City or any of its officers, officials, employees, agents, or volunteers are passively negligent,
but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the
active or sole negligence, or the willful misconduct, of City or any of its officers, officials, employees,
agents or volunteers.
To the fullest extent allowed by law, and in addition to the express duty to indemnify, Contractor,
whenever there is any causal connection between the Contractor's performance or non-performance of
the work or services required under this Contract and any claim or loss, injury or damage of any type,
Contractor expressly agrees to undertake a duty to defend City and any of its officers, officials,
employees, agents, or volunteers, as a separate duty, independent of and broader that the duty to
indemnify. The duty to defend as herein agreed to by Contractor expressly includes all costs of litigation,
attorney's fees, settlement costs and expenses in connection with claims or litigation, whether or not
the claims are valid, false or groundless, as long as the claims could be in any manner be causally
connected to Contractor as reasonably determined by City.
Upon the tender by City to Contractor, Contractor shall be bound and obligated to assume the defense
of City and any of its officers, officials, employees, agents, or volunteers, including the a duty to settle
and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and
all settlements, judgments, awards, or expenses resulting from or arising out of the claims without
reimbursement from City or any of its officers, officials, employees, agents, or volunteers.
It is further understood and agreed by Contractor that if City tenders a defense of a claim on behalf of
City or any of its officers, officials, employees, agents, or volunteers and Contractor fails, refuses or
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neglects to assume the defense thereof, City and its officers, officials, employees, agents, or volunteers
may agree to compromise and settle or defend any such claim or action and Contractor shall be bound
and obligated to reimburse City and its officers, officials, employees, agents, or volunteers for the
amounts expended by each in defending or settling such claim, or in the amount required to pay any
judgment rendered therein.
The defense and indemnity obligations set forth above shall be direct obligations and shall be separate
from and shall not be limited in any manner by any insurance procured in accordance with the insurance
requirements set forth in this Contract. In addition, such obligations remain in force regardless of
whether City provided approval for, or did not review or object to, any insurance Contractor may have
procured in accordance with the insurance requirements set forth in this Contract. The defense and
indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any
type has been incurred by City, and the entry of judgment, arbitration, or litigation of any claim shall not
be a condition precedent to these obligations.
The defense and indemnity obligations set forth in this section shall survive termination or expiration of
this Contract.
If Contractor should subcontract all or any portion of the work to be performed under this Contract,
Contractor shall require each subcontractor to Indemnify, hold harmless and defend City and each of
its officers, officials, employees, agents and volunteers in accordance with the terms as set forth above.
9. PRECEDENCE OF CONTRACT DOCUMENTS: The order of precedence of documents shall be:
(1) Rules and Regulations of Federal Agencies relating to the source of funds for this project; (2)
Supplemental Agreements, Change Orders, or Contract the one dated later having precedence over
another dated earlier; (3) Special Conditions; (4) General Conditions; (5) Scope of Work.
Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the
order precedence.
10. FEDERAL IMMIGRATION REFORM AND CONTROL ACT OF 1986: As a material part of any
contract for a City of Fresno project, every Contractor who has employees who will work on a City of
Fresno project, is required to comply with all of the provisions of the Federal Immigration Reform and
Control Act of 1986 (P.L. 99-603, 100 Stat. 3359). This requirement includes compliance with all of the
employee documentation provisions. Furthermore, the Contractor will make any employee
documentation required to comply with the Act immediately available to the City upon its request for
each individual employee working on a City of Fresno project.
11. WORKMANSHIP GUARANTY: The workmanship of the services to be performed for the City by
the Contractor will be in accord with the Specifications, and where not specified, in accord with generally
accepted standards.
12. ALTERATION OF TERMS: No alterations or variations of the terms of this Contract shall be valid
unless made in writing and signed by both parties.
13. CONTRACT CHANGES: No changes or modifications to the Contract shall be made unless
agreed to and signed by both parties. No prior, current or post award verbal agreement or agreements
with any officer, agent or employee of the City shall affect or modify any terms or obligations of these
Specifications or any Contract resulting from this procurement.
14. AMENDMENTS: The City of Fresno reserves the right to add, modify, or delete items from the
Contract including Special Conditions or Scope of Work. Any changes shall be made only by means of
a formal amendment signed by both the City and Contractor.
15. ASSIGNMENT: The Contract is personal to the Contractor and there shall be no assignment,
transfer, sale, or subcontracting by the Contractor of its rights or obligations under the Contract without
the prior written approval of the City. Any attempted assignment, transfer, sale, or subcontracting by
the Contractor, its successors, or assigns, shall be null and void unless approved in writing by the City.
RFP09-2023 PROPOSAL SECTION PAGE 32
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16. TERMINATION BY CITY FOR NON -APPROPRIATION: In the event of non -appropriation relating
to the Contract, City shall have the right to terminate the Contract at the end of any fiscal year of City,
in the manner and subject to the terms specified in this paragraph. City shall endeavor to give written
notice of such termination not less than sixty (60) days prior to the end of such fiscal year, and shall
notify Contractor of any anticipated termination. For purposes of this paragraph, "fiscal year" shall mean
the twelve-month fiscal period of City which commences on July 1 in every year and ends on the
following June 30. For purposes of this paragraph, "non -appropriation" shall mean the failure of the City
or City's governing body to appropriate money for any fiscal year of City sufficient for the continued
performance of the Contract by City.
17. INDEPENDENT CONTRACTOR: In the furnishing of the services provided for herein, the
Contractor is acting as an independent contractor. Neither the Contractor, nor any of its officers,
associates, agents or employees shall be deemed an employee, joint venturer, partner, or agent of the
City for any purpose. However, the City shall retain the right to verify that the Contractor is performing
its respective obligations in accordance with the terms of the Contract.
Because of its status as an independent contractor, Contractor and its officers, agents and employees
shall have absolutely no right to employment rights and benefits available to City employees. Contractor
shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf
of, its employees all employee benefits including, without limitation, health, welfare and retirement
benefits. In addition, together with its other obligations under this Agreement, Contractor shall be solely
responsible, indemnify, defend and save City harmless from all matters relating to employment and tax
withholding for and payment of Contractor's employees, including, without limitation, (i) compliance with
Social Security and unemployment insurance withholding, payment of workers compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and payment; and
(ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered
employees of City whether arising by reason of any common law, de facto, leased, or co- employee
rights or other theory. It is acknowledged that during the term of this Agreement, Contractor may be
providing services to others unrelated to City or to this Agreement.
18. GOVERNING LAW AND VENUE: The Contract shall be governed by, and construed and enforced
in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule
which would apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of the Contract and any rights and duties thereunder shall
be Fresno County, California.
19. COMPLIANCE WITH LAW: In providing the services required under the Contract, Contractor shall
at all times comply with all applicable laws of the United States, the State of California and the City of
Fresno, and with all applicable regulations promulgated by Federal, State, regional, or local
administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended
during the term of the Contract.
20. SEVERABILITY: The provisions of the Contract are severable. The invalidity, or unenforceability
of any one provision in the Contract shall not affect the other provisions.
21. INTERPRETATION: The Contractor acknowledges that the Contract in its final form is the result
of the combined efforts of the parties and that, should any provision of the Contract be found to be
ambiguous in any way, such ambiguity shall not be resolved by construing the Contract in favor or
against any party, but rather by construing the terms in accordance with their generally accepted
meaning.
22. ATTORNEY'S FEES: If either party is required to commence any proceeding or legal action to
enforce or interpret any term, covenant or condition of the Contract, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and
legal expenses.
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23. EXHIBITS: Each exhibit and attachment referenced in the Contract is, by reference, incorporated
into and made a part of the Contract.
24. MAINTENANCE OF RECORDS: Records of Contractor pertaining to the services hereunder shall
be kept on a generally recognized accounting basis and shall be available to City or its authorized
representatives upon request during regular business hours throughout the life of the Contract and for
a period of three years after final payment and for the period of time required by law. In addition, all
books, documents, papers, and records of Contractor pertaining to the Contract shall be available for
the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time.
This section shall survive expiration or termination of the Contract.
25. RECYCLING: In the event Contractor maintains an office or operates a facility(ies), or is required
herein to maintain or operate same, within the incorporated limits of the City of Fresno, Contractor at its
sole cost and expense shall:
(a) After award, immediately establish and maintain a viable and ongoing recycling program,
approved by the City's Solid Waste Management Division, for each office and facility. Literature
describing City recycling programs is available from City's Solid Waste Management Division
and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the Solid Waste Management Division at (559) 621-1452 and
schedule a free waste audit, and cooperate with such Division in their conduct of the audit for
each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste Management
Division the establishment of the recycling program in paragraph (i) above and the ongoing
maintenance thereof.
26. NOTICES: Any notice required or intended to be given to either party under the terms of this
Contract shall be in writing and shall be deemed to be duly given if delivered personally or sent by
United States registered or certified mail, with postage prepaid, return receipt requested, addressed to
the party to which notice is to be given at the party's address set forth on the signature page of the
Proposal in the case of the Contractor and at the address in the Special Conditions for mailing of
invoices in the case of City, or at such other address as the parties may from time to time designate by
written notice. Notices served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
27. BINDING: Subject to Section 15 of these General Conditions, once this Contract is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective
heirs, successors, assigns, transferees, agents, servants, employees and representatives.
28. WAIVER: The waiver by either party of a breach by the other of any provision of this Contract
shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a
different provision of this Contract. No provisions of this Contract may be waived unless in writing and
signed by all parties to this Contract. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
29. CUMULATIVE REMEDIES: No remedy or election hereunder shall be deemed exclusive but
shall, wherever possible, be cumulative with all other remedies at law or in equity.
30. NO THIRD -PARTY BENEFICIARIES: The rights, interests, duties and obligations defined within
this Contract are intended for the specific parties hereto as identified in the preamble of this Contract.
Notwithstanding anything stated to the contrary in this Contract, it is not intended that any rights or
interests in this Contract benefit or flow to the interest of any third parties.
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31. EXTENT OF AGREEMENT: Each party acknowledges that they have read and fully understand
the contents of this Contract. This Contract represents the entire and integrated agreement between
the parties with respect to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either written or oral. This Contract may be modified only by written
instrument duly authorized and executed by both City and Contractor.
32. HEADINGS: The section headings in this Contract are for convenience and reference only and
shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of
the provisions of this Contract.
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