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HomeMy WebLinkAboutCasey Printing a dba of Advantage Mailing, LLC- Product Purchase Contract Fresno Area Express Schedule Guides- Bid File No. 12501751- 5-27-2025UUUUJIIJ.II CIIVCIuptC IU. Dt1vI JrM-1.4JJ-4/'1GI-.7UI L-IFDZ7LIOyUJU/J Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 PRODUCT PURCHASE CONTRACT This Contract is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and ADVANTAGE MAILING, LLC dba CASEY PRINTING, (Contractor), as follows: 1. CONTRACT DOCUMENTS. The Notice Inviting Bids," "Instructions to Bidders," Bid Proposal, and the Specifications including General Conditions", "Special Conditions p and "Technical Specifications" for the following: Product Re uirements Contract for Fresno Area Express Schedule Guides Bid File No. 12501751 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 ONE HUNDRED THIRTY EIGHT THOUSAND ONE HUNDRED FORTY SIX DOLLARS AND TWENTY FIVE CENTS 13$ 146.25 , as set forth in the Bid Proposal, the Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of the City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 3. PAYMENT. The City accepts the 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. The Contractor agrees to accept electronic payment from the City. 4. INDEMNIFICATION: To the furthest extent allowed by law, the Contractor shall indemnify, hold harmless and defend the 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 the City, the Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. The Contractor's obligations under the preceding sentence shall apply regardless of whether the 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 the City or any of its officers, officials, employees, agents, or volunteers. If the Contractor should subcontract all or any portion of the work to be performed under this Contract, the Contractor shall require each subcontractor to indemnify, hold harmless and defend the 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.] 36 4395740 L/UUUDIIJ.II cIIVCIUi u IV. OM�I V.7r/'1-1�4:J:)-'#MG/-yVl L-IrD�liO��:lV/:J Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by the City shall be subsequent to that of the Contractor's, and this Contract shall be binding and effective upon execution by both parties. ADVANTAGE MAILING, LLC dba CASEY P RI NTIN.9,Y: ign By: Name: Tom 1 i ng Title: Managing Member Dated: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) 5/22/2025 Signed by: Name: Tom 1 i ng Title: Managing Member (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Dated- 5/23/2025 CITY OF FRESNO, a CalifQ Ana Municipal corporation By: htLSSa r V'ab's Me issa erales, Purchasing Manager General Services Department Dated: 5/27/2025 ATTEST: TODDfppSTJJ ERMER, MMC City CI. rkdbY: 'ram By. -i " Date Deputy No signature of City Attorney required. Standard Document #FIN-S Formal Bid Contract — Product (05-2022) has been used without modification, as certified by the unc er�igned. o" Ign d by. Tram T ovet�•ct 5/ 2 7/ 2 02 5 By: Tamra orrence Senior Procurement Specialist General Services Department City address: City of Fresno Attention: Jeff Long, 2223 G Street Fresno, Ca 93706 37 439574vl AL Informal Bid Specifications Product Requirements Contract for: FRESNO AREA EXPRESS SCHEDULE GUIDES Bid File No. 12501751 Scheduled Bid Opening: Tuesday, April 15, 2025 PROCUREMENT SPECIALIST: TAMRA TORRENCE PURCHASING@FRESNO.GOV 559-621-1153 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 TABLE OF CONTENTS DIVISION I — INTRODUCTION.............................................................. 1 NoticeInviting Bids............................................................................. 2 Instructions to Bidders......................................................................... 3 DIVISION 11 — BIDDING DOCUMENTS .......................... Bidder's Checklist............................................................................... 7 BidProposal....... .... ............................................................................ 8 Business Location and License........................................................... 11 Conflict of Interest Disclosure............................................................. 12 Acceptance of Indemnification & Insurance .................................. 13 SignaturePage...................................................................... 14 Sample Certification................................................................ 16 DIVISION III — GENERAL CONDITIONS ............................................. 17 Definitions........................................................................................... 18 Indemnification.................................................................................... 19 Warranty............................................................................................. 19 Payment.............................................................................................. 21 Governing Law and Venue.................................................................. 24 Incorporated Appendices.................................................................... 24 DIVISION IV —APPENDICES ............................................................... 25 Appendix A — Special Conditions........................................................ 26 Appendix B — Insurance Requirements and Sample Contract.. .......... 35 Appendix C — Technical Specifications / Scope of Services ............... 41 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 DIVISION I INTRODUCTION 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 NOTICE INVITING BIDS PRODUCT REQUIREMENTS CONTRACT FOR: FRESNO AREA EXPRESS SCHEDULE GUIDES BID FILE NUMBER: 12501751 Electronic bids will be received at the office of the Purchasing Manager of the City of Fresno, all in accordance with the plans and/or specifications, delivered F.O.B. DESTINATION, FREIGHT PREPAID AND ALLOWED, to CITY OF FRESNO, 2223 G St., Fresno, CA 93706. Specifications can be downloaded at the City's online website at: http://www.fresno.gov/Purchasing, select "Bid Opportunities" Bids must be submitted electronically via Planet Bids. This request is for a three (3) year base contract with two (2) optional one-year extensions for a total of five (5) years. The Bid Proposal forms and specifications may be obtained from the office of the Purchasing Manager (purchasing@fresno.gov). Any questions concerning this bid should be referred to the Procurement Specialist as shown on the Cover Page or may be submitted electronically utilizing the Questions and Answers field on Planet Bids. Questions must be submitted at least three (3) days prior to the bid opening date. Bid proposals are to be submitted electronically using Planet Bids prior to the opening at 2 p.m. on Tuesday, April 15, 2025, at which time they will be publicly opened and recorded. Join the bid opening meeting at https:]/fresno.zoomqov.com/i/1619517892 or call (669) 254-5252, meeting ID 161 951 7892. The City of Fresno hereby notifies all Bidders that no person shall be excluded from participation in, denied any benefits of, or otherwise discriminated against in connection with the award and performance of any contract on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or on any other basis prohibited by law. Services of an interpreter and additional accommodations can be made available. Requests for accommodations should be made at least five working days but no later than 48 hours prior to the scheduled meeting/event. Please contact the Procurement Specialist listed on the cover or through the Questions and Answers field on Planet Bids. The City reserves the right to reject any and all bids at its sole discretion. 2 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 INSTRUCTIONS TO BIDDERS PRODUCT REQUIREMENTS CONTRACT FOR FRESNO AREA EXPRESS SCHEDULE GUIDES BID FILE NUMBER: 12501751 GENERAL BID PROPOSALS WILL BE CONSIDERED FOR AWARD ONLY IF THE BIDDER HAS COMPLIED WITH THE FOLLOWING: Bid Proposals shall be submitted on the forms furnished herein, with all documents listed on the Bidder's Checklist, completely filled out, properly signed by the Bidder, and delivered, under sealed cover, plainly marked or electronically filed utilizing Planet Bids prior to the date and time specified in the Notice Inviting Bids, when all bids will be publicly opened and recorded. Bids received at 2:00 p.m. or after will not be accepted. The time stamp in the Purchasing Division will be the official clock for documenting the time of filing. Electronically filed is defined as by means of electronic equipment or devices. CONTRACT DEFINITIONS Attention of Bidders is especially directed to all provisions of the Contract Documents as defined in the GENERAL CONDITIONS. QUESTIONS, CLARIFICATIONS, AND CONCERNS Any questions or concerns relating to these Specifications shall be directed in writing to the designated Procurement Specialist as shown on the cover or may be submitted electronically by utilizing the Questions and Answers field on Planet Bids. Questions will be accepted only up to three (3) working days prior to the bid opening date to allow the City, if necessary, to issue an addendum to all bidders stating revisions, deletions, or additions to be made to the Specifications as a result of any questions. If questions arise after the deadline, please contact the Procurement Specialist, but the City will not guarantee a response. The City will not be responsible for verbal responses made by parties other than the Purchasing Manager or their designee. ADA Accessibility Requirements: Supplier warrants that it complies with California and federal disabilities laws and regulations; and the Services will conform to the accessibility requirements of WCAG 2.OAA. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Services. The City may require bidder to comply with these accessibility requirements if they are awarded a contract. ACH/ELECTRONIC PAYMENT Bidder must provide complete and accurate billing invoices to receive payment. Billing invoices submitted must contain all information and supporting documentation required by the contract. Payment for invoices submitted by the bidder shall only be rendered electronically unless t 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 payment by paper check is expressly authorized by the Controller, in the Controller's sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary City procedures and practices. The bidder shall comply with the Controller's procedures to authorize electronic payments. Bidder acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the Controller's electronic payment procedures, except where the Controller has expressly authorized payment by paper check as set forth above. EXCEPTIONS Any exceptions taken at the time of or after bid submittal, may render the bid nonresponsive. Attachments by Bidders which include legal terms and conditions that conflict with the GENERAL CONDITIONS may be considered an exception, and Bidder may, therefore, be considered nonresponsive. CONTACTS WITH CITY STAFF Before an award is made, any contact with City staff, other than the Purchasing Manager or designee(s), without prior written authorization is strictly prohibited and may render the Bidder non -responsible. REGULATED COMMUNICATIONS IN CITY PROCUREMENT PROCESS ORDINANCE The Regulated Communications in City Procurement Process Ordinance (Article 6, Chapter 4 of the Fresno Municipal Code) became effective May 7, 2004. With certain specified exceptions, the Ordinance provides that no Respondent, Bidder, Proposer (as the case may be) shall initiate, engage in, or continue any communication to or with any City elected official concerning or touching upon any matter which is the subject of this competitive procurement process. Any Respondent, Bidder, Proposer or elected official (as the case may be) who initiates, engages in, continues in, or receives any regulated communication shall file the written disclosure required by the Regulated Communications in City Procurement Process Ordinance. Any Respondent, Bidder, or Proposer violating the Regulated Communications in City Procurement Process Ordinance may be disqualified from participating in this procurement process and/or determined to be non -responsible. Additionally, the City may set aside the award of a contract, prior to its execution, to a party found to have violated the Ordinance. Note: The full text of the Fresno Municipal Code, Chapter 4, Article 6 may be viewed on the City's website at, htto://www.fresno.,qov/Purchasing, select "Municipal Code". DEBARMENT A Bidder may be debarred from bidding or proposing upon or being awarded any contract with the City, or from being a subcontractor or supplier at any tier upon such contract, in accordance with the procedures in Fresno Municipal Code Section 4-104 adopted by Council on May 17, 2018. The initial period of any such debarment shall not be less than one year and may be permanent depending on the violation. A Bidder may request a hearing, in accordance with Fresno Municipal Code Section 4-104, upon receipt of a notice of proposed debarment from the City Manager or designee. A copy of the Ordinance may be obtained from the City Clerk's Office, 2600 Fresno Street, Fresno, California 93721. 4 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BID APPEAL PROCEDURE The City has an appeal procedure in place as adopted by the City Council on April, 29, 2003 in Resolution No. 2003-129. Any bidder wishing to file an appeal should refer to that Resolution. A copy of the Resolution may be obtained from the City Clerk's Office, 2600 Fresno Street, Fresno, CA 93721. Once City staff has reviewed and evaluated the bid proposals received and has determined the lowest responsible Bidder for award, that determination will be posted on the City's website www.fre_ sno.. oc ov Departments, General Services, Purchasing Division, Anticipated Formal Bid Award, a minimum of 5 working days prior to Council action to award a Contract for the project/purchase. It is the sole responsibility of interested bidders to seek this information from either of these sources. Should bidders wish to appeal the staff determination, appeals must be received in writing within 5 working days from the time the determination is posted and conform to the requirements under Resolution No. 2003-129. "Working day" means a City of Fresno regular business day. In no event will appeals be accepted later than 5:00 p.m. on the day before Council is scheduled to take action on the Contract award. Appeals must be submitted to following: City of Fresno Purchasing Division 2101 G. Street, Bldg. A Fresno, CA 93706 Fax number (559) 457-1564 Letters of appeal must clearly state why it is felt the staffs determination of bid award is to someone other than the lowest responsive and responsible Bidder, or outside the procedural requirements for the submission and opening of bids. Appeals not submitted within the stated time will not be honored and the City will proceed to award the Contract. 5 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 DIVISION II BIDDING DOCUMENTS 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) BIDDER'S CHECKLIST PRODUCT REQUIREMENTS CONTRACT FOR FRESNO AREA EXPRESS SCHEDULE GUIDES BID FILE NUMBER: 12501751 SUBMIT THIS BIDDER'S CHECKLIST WITH YOUR BID DOCUMENTS. Bidders shall complete and submit all documents marked with an "X" in the "REQUIRED" column. Documents required on the checklist but not included may render your bid nonresponsive and ineligible for award. Bids received by the City by the scheduled bid opening time will be opened and publicly read but are subject to verification that all the required documents have been submitted. REQUIRED [XI 1. BID PROPOSAL, page 8 [XJ 2. BUSINESS LOCATION AND BUSINESS LICENSE, page 11 [XJ 3. DISCLOSURE OF CONFLICT OF INTEREST, page 12 [X] 4. ACCEPTANCE OF INDEMNIFICATION & INSURANCE, page 13 [XJ 5. SIGNATURE PAGES, pages 14 and 15 [XJ 6. SAMPLE CERTIFICATION, page 16 [X] 7. ADDENDA - Signature page of all Addenda issued, if applicable. [X] 8. OTHER REQUIRED DOCUMENTS: • LITERATURE/STANDARD WARRANTY As required on page 42, paragraph (d), any applicable manufacturer's Published Price List or website, and a copy of the manufacturer's descriptive literature and specifications or website, including a copy of the manufacturer's standard warranty. SUBMITTED BY: Name of Company Address Phone No E-mail Address City Fax No Contact Name State Zip 7 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME. - (Submit with Bid Proposal) BID PROPOSAL PRODUCT REQUIREMENTS CONTRACT FOR FRESNO AREA EXPRESS SCHEDULE GUIDES BID FILE NUMBER: 12501751 TERM OF CONTRACT The Contract shall be in effect for three (3) years from the date of the Notice to Proceed. The Contract may be extended in accordance with the provisions set forth in the Special Conditions of these Specifications. TO: THE PURCHASING MANAGER OF THE CITY OF FRESNO The undersigned Bidder hereby proposes to furnish to the City of Fresno, in accordance with the Specifications annexed hereto and made a part hereof, the following item(s) delivered F.O.B. Destination, Freight Prepaid & Allowed, to the jobsite(s) as specified in the Special Conditions of these Specifications, and at the prices set forth in the following bid item(s): I Bid Qty. UOM Item 1 112,500 1 Annua 2 112,500 1 Annual 3 1 12,500 i Annual 4 1 12.500 1 Annual 5 112,500 1 Annual[ Total Net Bid Amount X 3 Years: Cents. Description Unit Price ' Total Price June FAX Schedule Guides $ $ August FAX Schedule Guides $ $ November FAX Schedule Guides $ $ January FAX Schedule Guides $ $ March FAX Schedule Guides $ $ Sales Tax (8.35%) $ TOTAL NET BID AMOUNT: $ TOTAL NET BID AMOUNT X 3 YEARS: $ Dollars and Having carefully examined the Invitation for Bid, attachments and related documents, the Bidder proposes and agrees to provide to the City of Fresno, in accordance with the Specifications annexed hereto and made a part thereof, the products and services contained in this Bid Proposal Form at the provided costs. 8 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) Completion of Bid Proposal Form to be Eligible for Award. Bidders must bid on all bid items (including any Alternates). The Bidder is non -responsive and ineligible for award in the event Bidder fails to initial this paragraph on the line provided and completely fill in the Bid Proposal Form including, without limitation, all dollar amounts, and information called for on the Bid Proposal form. By his or her initials to the right hereof, Bidder represents he or she has read and understands the consequences of Initial not completely filling in the Bid Proposal Form. The amounts shall include any and all applicable taxes. The quantities listed on the Bid Proposal page(s) are annual estimates, shown for bidding purposes only. The actual requirement of the City may be more or less than the quantities specified. The City will pay for those items which is actually orders during the term of the Contract. The City reserves the right to reject any and all bid proposals. 9 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) AWARD will be made to the lowest responsive and responsible bidder. ADDENDA The City makes a concentrated effort to ensure any addenda issued relating to these specifications are distributed to all interested parties. It shall be the Bidder's responsibility to inquire as to whether any addenda to the Specifications have been issued. Upon issuance by the City, all Addenda are part of the Bid Proposal. Signing the Bid Proposal on the signature page thereof shall also constitute signature on all Addenda. CONTRACT QUANTITIES The City reserves the right to increase or decrease quantities in accordance with available funds as appropriated by the City Council. If the City Council has not appropriated funds or sufficient funds are not available to complete the purchase, the City reserves the right to decrease quantities to stay within the budget limitations. QUANTITIES FOR BIDDING PURPOSES The quantities listed on the Bid Proposal (Attachment 1) are shown for bidding purposes only. The actual requirement of the City may be more or less than the specified estimated quantities. The City will acquire its needs from the successful Bidder during the term of the Contract and will pay for only those quantities it actually orders and receives. PRECEDENCE OF BID PRICES In the event of discrepancies between the bid total, summaries of totals and unit price extensions, the unit price correctly extended will control over the summaries of totals, and the summaries of totals correctly added will control over the total, whether the summaries of totals are extended unit prices or lump sums. RIGHT TO REJECT ANY AND ALL BIDS The City reserves the right to reject any and all bids. TIME PERIOD TO AWARD/REJECT BIDS The undersigned Bidder agrees that the City may have NINETY (90) DAYS from the date bids are opened to accept or reject this Bid Proposal at its sole discretion. It is further understood that if the Bidder to whom any award is made fails to enter into a Contract as provided in the Specifications, award may be made to the next lowest responsive and responsible Bidder, who shall be bound to perform as if he/she had received the award in the first instance. No Bid Proposal may be withdrawn prior to award within that time. MINOR IRREGULARITIES The City of Fresno reserves the right to waive any informality or minor irregularity that does not have a monetary consideration when it is in the best interest of the public and of the City to do so. A discrepancy that offers a Bidder an unfair advantage will cause the bid to be nonresponsive. TIEBREAKER In the event a tiebreaker is needed to establish the lowest responsive and responsible Bidder, the City shall, unless otherwise agreed upon by all participating parties, utilize a coin toss as a tiebreaker to be administered by a third party chosen by mutual consent of the participants. Such coin toss shall take place within 7 working days from the date of bid opening. If the City determines that a tiebreaker is necessary, each applicable Bidder agrees to participate or to indemnify the City in any litigation resulting from the utilization of the tiebreaker. If a Bidder refuses to timely participate, the City shall conduct the coin toss in a manner determined by the City to be fair to all and the results of such coin toss shall be final. 10 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: BUSINESS LOCATION (Submit with Bid Proposal) ( ) The undersigned Bidder does not maintain a place of business in the City of Fresno. ( ) The undersigned Bidder maintains a place of business in the City of Fresno at: Fresno, CA BUSINESS LICENSE ( ) The undersigned bidder has a current City of Fresno Business License Number: Note: Businesses not located within the City of Fresno do not need a business license to supply products to the City of Fresno. 11 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) DISCLOSURE OF CONFLICT OF INTEREST YES* NO 1 Are you currently in litigation with the City of Fresno or any of ❑ ❑ its agents? 2 Do you represent any firm, organization, or person who is in ❑ ❑ litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who ❑ ❑ do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with ❑ ❑ the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee ❑ El who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in ❑ ❑ connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: Signature Date Name Company Address ❑ Additional page(s) attached. City, State, Zip 12 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F69C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) STATEMENT OF ACCEPTANCE OF THE INDEMNIFICATION AND INSURANCE REQUIREMENTS The Proposer shall sign below that the Proposer accepts in whole the Indemnification and Insurance Requirements set forth in these Specifications. ❑ ACCEPT ❑ DO NOT ACCEPT Signature of Authorized Person Type or Print Name of Authorized Person 13 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) SIGNATURE PAGE By my signature on this Bid Proposal I certify, under penalty of perjury, that the foregoing statements, and those contained herein are true and correct. BID SUBMITTED BY: (Please follow the instructions for each line, as explained below.) (1) Bidding Firm Area Code/Telephone No. Fax. No. (Corp) (Individual) (Partner) (Other) (2) Business Address City State Zip Code (3) Signature of Authorized Person Date Type or Print Name of Authorized Person Title INSTRUCTIONS FOR SIGNATURE PAGE LINE 1: The name of the Bidder must be the same as that under which a license is issued, if a license is required. If the Bidder is a corporation, enter the exact name of the corporation under which it is incorporated; if Bidder is an individual, enter name; if Bidder is an individual operating under a trade name, enter name and dba (trade name in full); if a partnership, enter the correct trade style of the partnership; if a joint venture, enter exact names of entities joining in the venture. LINE 2: Identify here the character of the name shown under (1), i.e., corporation (including state of incorporation), individual, partnership, or joint venture. LINE 3: Enter the address to which all communications and notices regarding the Bid Proposal and any Contract awarded thereunder are to be addressed. LINE 4: (a) If the Bidder is a corporation, the Bid Proposal must be signed by an officer or employee authorized to sign Contracts on behalf of the corporation evidenced by inclusion of one of the following certified by the secretary of the corporation, authorizing the officer or employee to sign contracts (sample certification attached): a copy of the Articles of Incorporation, a copy of the Bylaws, a copy of the Board Resolution or Minutes authorizing the officer or employee to sign Contracts. 14 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 (b) If Bidder is an individual, he/she must sign the Bid Proposal, or if the Bid Proposal is signed by an employee or agent on behalf of the Bidder, a copy of a power of attorney must be on file with the City of Fresno prior to the time set for the opening of the bids or must be submitted with the Bid Proposal. (c) If the Bidder is a partnership, the Bid Proposal must be signed by all general partners; or by a general partner(s) authorized to sign Contracts on behalf of the partnership evidenced by inclusion of either a copy of the Partnership Agreement or a recorded Statement of Partnership. (d) If the Bidder is a joint venture, the Bid Proposal must be signed by all joint venturers; or by a joint venturer(s) authorized to sign Contracts on behalf of the joint venture evidenced by inclusion of either a copy of the Joint Venture Agreement or a recorded Statement of Joint Venture; and if the joint venturer(s) is a corporation or a partnership signing on behalf of the Joint Venture, then Paragraphs (a) and c) above apply respectively. Where Bidder is a partnership or a corporation, the names of all other general partners, or the names of the president and secretary of the corporation, and their business addresses must be typewritten below: NAME ADDRESS NOTE: All addresses must be complete with street number, City, State and Zip Code. 15 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 BIDDER'S NAME: (Submit with Bid Proposal) SAMPLE CERTIFICATION I, Name of the corporation named herein; that Bid Proposal on behalf of the corporation, was then certify that I am the secretary Name who signed this of Title said corporation; that said Bid Proposal is within the scope of its corporate powers and was duly signed for and on behalf of said corporation by authority of its governing body, as evidenced by the attached true and correct copy of the Name of Corporate Document By: Name: Title: Secretary Date: 16 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 DIVISION III GENERAL CONDITIONS 17 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 GENERAL CONDITIONS 1. DEFINITIONS: Wherever used in the Specifications, including the Instructions to Bidders and the Bid Proposal, or any of the Contract Documents, the following words shall have the meaning herein given, unless the context requires a different meaning. (a) "Bidder" shall mean and refer to each person or other entity submitting a bid proposal, whether or not such person or entity shall become a Seller by virtue of award of a Contract by the City. (b) "City," "Buyer," "Owner," "Vendee" and "City of Fresno" shall each mean and refer to the City of Fresno, California. (c) "Contract" and "Contract Documents" shall each mean and refer to these Specifications, including the Instructions to Bidders, the Bid Proposal and any addenda thereto, the Agreement and other standard Specifications, City's 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," Seller," "Supplier" and "Contractor" shall each mean and refer to each person or other entity awarded a Contract hereunder and named or to be named in the Agreement with the City to furnish the goods or services, or both, to be furnished under the Contract. (e) "Council" and "City Council" shall each mean and refer to the Council of the City. (f) "Goods" and "Merchandise" shall each mean and refer to the equipment, material, article, supply or thing to be furnished by the Seller under the Contract. (g) "Purchasing Manager" shall mean and refer to the Purchasing Manager of the City. (h) "Specifications" shall mean and refer to all of the Contract Documents. (i) "Working day" shall mean and refer to City regular business day. 2. DELIVERY 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 18 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 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. PRODUCTS LIABILITY INSURANCE: If these Specifications are for equipment with moving parts, the Contractor shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 on said Bid Item(s) equipment. 4. INDEMNIFICATION: To the furthest extent allowed by law, including California Civil Code section 2782 (if applicable), 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 attorney's fees and litigation expenses), 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 the 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 the 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. 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. 6. WORKMANSHIP GUARANTY: The workmanship of the goods or services provided to the City by the Contractor will be in accordance with generally accepted standards. 7. WARRANTY: For the purchase of equipment and material, the Contractor, unless otherwise provided in the Specifications, shall guarantee all items furnished in accordance with the standard guarantee offered by the manufacturer to cities and consumers of the product. The Contractor shall be responsible for all warranty costs, including the transportation costs to and from the repair station. 8. PRECEDENCE OF CONTRACT DOCUMENTS: The order of precedence of documents shall be: (1) Rules and Regulations of Federal Agencies relating to the source of W 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 funds for this purchase; (2) Supplemental Agreements, Change Orders, or Contract the one dated later having precedence over another dated earlier; (3) Special Conditions; (4) General Conditions; (5) Technical Specifications. Whenever any conflict appears in any portion of the Contract, it shall be resolved by application of the order of precedence. 9. CONTRACT DOCUMENTS: Upon award of the Contract, the Contractor shall execute and submit all required documents (which will include the "Contract," a sample of which is included in these Specifications) to the Purchasing Manager, 2101 G. Street, Bldg. A, Fresno, California 93706 in a form acceptable to the City of Fresno within 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 Contractor's bid deposit, if applicable, and initiate a departmental recommendation to the Council to award the Contract to the next lowest responsive and responsible Bidder. 10. ASSIGNMENT OF PAYMENT: Contractor hereby agrees it will not assign the payment of any monies due it from the City under the terms of this Contract to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due Contractor directly to Contractor. 11. PATENTS: For the purchase of equipment and material, the Contractor shall hold the City of Fresno, its officers and employees, harmless from any and all liability for damages arising out of the use of any patented material, equipment, device or process incorporated into or made a part of or required by the manufacturer's specifications to be used on or in connection with the material, equipment or supplies purchased by the City pursuant to these Specifications, and Contractor agrees, by submission of a proposal hereunder, to defend the City, at Contractor's sole expense, in any action or suit for damages or injunctive relief on account of any allegedly unauthorized use of or infringement of patent rights on any patented material, equipment, device or process, if the City is named as a defendant in any such action or suit. 12. OSHA COMPLIANCE: For the purchase of equipment and material, the items covered by this Contract must conform with the Safety Orders of the State of California, Division of Industrial Safety, pursuant to the California Occupational Safety and Health Act, and the Federal Standards established by the Occupational Safety and Health Act of 1970, and their present and future amendments during the term of this Contract. In the event of a conflict between such Safety Orders and Federal Standards, the items shall conform to the respective Order or Standard which is more restrictive. 13. RECYCLING PROGRAM: 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: (i) Immediately establish and maintain a viable and ongoing recycling program, approved by 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 20 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 at (559) 621-1111. (ii) Immediately contact City's 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. (iii) 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. 14. DELIVERY AND EXTENSIONS: Unless otherwise provided in the Specifications, delivery shall be made F.O.B. the specified place of delivery within the City of Fresno or environs. If Contractor is delayed making delivery by any conditions or events beyond the reasonable control of Contractor and without its fault or negligence such as acts of God or the public enemy, acts of City in its contractual capacity or otherwise, illegal strikes, boycotts or like illegal obstructive action by employee or labor organizations, illegal general lockouts or other defensive action by employers, whether general or by organizations of employers, fires, floods, epidemics, quarantine restrictions, and delays of common carriers; Contractor shall have no claim for damages against City for any such cause of delay, but shall in such cases be entitled to such extension of time as shall reasonably compensate for actual loss of time occasioned thereby, upon application to said City Manager for such extension; provided, that no such extension of time shall be granted unless Contractor shall have notified the Purchasing Manager in writing, of the condition or event which is expected to cause a delay in delivery and the actual or estimated number of days of delay anticipated on account thereof, within one week after the commencement or occurrence of the condition or event. Contractor shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Purchasing Manager of the cessation of such occurrence. The decision of said 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, shall be given in writing to Contractor. 15. PAYMENT: Unless otherwise provided in the Specifications, payment of the Contract price shall be made by City to Contractor in lawful money of the United States by warrant of City issued and delivered to Contractor in the ordinary course of City business promptly after completion of delivery of the specified item(s) and their acceptance by City. 16. TERMINATION FOR CONVENIENCE: The City reserves the right to terminate this Contract upon 60 calendar days' prior 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. 17. TERMINATION FOR NON-PERFORMANCE: If Contractor shall (i) materially breach any of its obligations under this Contract (including, without limitation, the failure to meet quality standards or to complete delivery, within the time specified herein, of all or any part of the materials, equipment, supplies or services to be provided under the Contract), and (iii) fail to commence and diligently pursue reasonable efforts to cure such breach within 5 calendar days after written notice by the City specifically describing the breach; the City Manager or designee, acting for and on behalf of the City, may at any time after the expiration of the time for delivery, 21 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 terminate the Contract as to the whole thereof, or in the event partial delivery has been made and accepted, as to such items or service to be furnished which have not been delivered or accepted prior to such termination. 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, within forty-eight hours to Contractor's address as contained in the Contractor's Bid Proposal or, if personally delivered, upon the delivery thereof to Contractor, the authorized representative of Contractor, or to the Contractor's said address. The Contractor may terminate this Contract if City materially breaches any of its obligations under this Contract and fails to commence and diligently pursue reasonable efforts to cure such breach within 30 calendar days after written notice by the Contractor specifically describing the breach. Such termination shall be effective upon receipt by City of written notice of termination from Contractor, which notice shall be deemed to have been received by City, if mailed, within forty-eight hours to City's address as contained on the signature page of the Contract or, if personally delivered, upon the delivery thereof to the authorized representative of City or to City's said address. 18. NOTICES: Except as otherwise expressly provided in the Specifications, 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 Bid Proposal in the case of the Contractor and at the address set forth on the signature page of the Contract in the case of the 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. 19. BINDING: Subject to the following section, 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. 20. 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. 21. COMPLIANCE WITH LAW: In providing the services required under this Contract, Contractor and its subcontractors shall at all times comply with all applicable laws of the United States, the State of California and City, 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 this Contract. 22. 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. 22 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-lFB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 23. 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. 24. SEVERABILITY: The provisions of this Contract are severable. The invalidity, or unenforceability of any one provision in this Contract shall not affect the other provisions. 25. INTERPRETATION: The parties acknowledge that this Contract in its final form is the result of the combined efforts of the parties and that, should any provision of this Contract be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Contract in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 26. 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. 27. EXHIBITS: Each exhibit and attachment referenced in this Contract is, by the reference, incorporated into and made a part of this Contract. 28. 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. 29. 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 other than expressly identified within this section. The parties do intend that in the event that the State of California is funding the purchase hereunder, that the State of California be a third -party beneficiary under this Contract and all rights, interest and benefits of this Contract accrue to the State. 30. FUNDING: This Contract is contingent on the appropriation of funds by City. Should funds not be appropriated, this Contract may be terminated by City upon prior written notice to Contractor notwithstanding any other provision of these General Conditions. 31. 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 23 439574vl Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F69C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 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. 32. 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 hereunder shall be Fresno County, California. 33. EXTENT OF CONTRACT: 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. 34. MODIFICATIONS AND CHANGE ORDERS: This Contract may be modified only by written instrument duly authorized and executed by both City and Contractor in accordance with City's current applicable contract change order resolution, as may be revised. The City reserves the right to add, modify or delete items from the Contract including, without limitation, the Special Conditions and Technical Specifications. Any such changes shall be made only by means of a formal change order signed by both the City and the Contractor. 35. 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. 36. INCORPORATED APPENDICES: The following documents are appended to this contract and are incorporated by reference: Appendix A — Special Conditions Appendix B — Insurance Requirements and Sample Contract Appendix C — Technical Specifications / Scope of Services 24 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 DIVISION IV APPENDICES 25 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 APPENDIX A SPECIAL CONDITIONS 26 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 SPECIAL CONDITIONS Term of Contract This Contract shall be in effect for an initial term of three (3) years from the date of the Notice to Proceed. The Contract may be extended, with the mutual written consent of both parties, for two (2) one-year increments with price increases/decreases in accordance with the provisions set forth herein, all other terms and conditions specified herein remaining the same. If either the City or Contractor elects not to extend the Contract, or upon expiration of the final one-year extension term, the Contractor shall aid the City in continuing, uninterruptedly, the requirements of the Contract, by continuing to perform on a temporary basis, when specifically requested to do so in writing by the Purchasing Manager, for a specified term not to exceed twelve (12) months. Such continuance shall be subject to price increases/decreases in accordance with the provisions set forth herein, and all other terms and conditions remaining the same as if the contract had been extended for such a temporary period by an amendment hereto. Pricing Conditions For (36) months of the Contract, pricing will be fixed at the proposal pricing. Sixty (60) days prior to the three-year anniversary date of the Contract, the Contractor may submit proposed pricing revisions for the following 12-month optional year which will be subject to negotiation by the City at the City's discretion. The Contractor must provide adequate documentation to substantiate any request for price increase. Any increase in unit price for any item included in this Contract shall not exceed, unless otherwise approved by the Purchasing Manager, the percent change for the following Producer's Price Index: Printing and Related Support Activities (Product Code NAICS 323) as published by the Bureau of Labor Statistic. In the event that the index drops, the Contractor shall pass on to the City an equivalent reduction in pricing. The basis of the index shall be established as the last available month at the date of the Notice to Proceed. The Purchasing Manager of the City of Fresno shall be the authorized City agent in any such negotiation. Any proposed price revisions will be subject to the Purchasing Manager's written approval before being implemented by the Contractor. If any particular needs arise at any time during the term of the Contract, the City reserves the right to request adjustments, modifications, or additions to services to the Contract. F.O.B. Destination The term "F.O.B. Destination," as used in this contract, means: (a) Free of expense to City on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and (b) Supplies shall be delivered to the destination consignee's warehouse unloading platform, or receiving dock, at the expense of the Contractor. The City shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of City acting in its 27 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 contractual capacity. If the Contractor uses rail carrier or freight forwarder for less than carload shipments, the Contractor shall assure that the carrier will furnish tailgate delivery if transfer to truck is required to complete delivery to consignee. The Contractor shall: (a) Pack and mark the shipment to comply with contract specification; (b) In the absence of specifications, prepare the shipment in conformance with carrier requirements; (c) Prepare and distribute commercial bills of lading; (d) Deliver the shipment in good order and condition to the point of delivery specified in the contract; (e) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract; (f) Furnish a delivery schedule and designate the mode of delivering carrier; and (g) Pay and bear all charges to the specified point of delivery. Delivery All delivery and unloading of tires shall be the responsibility of the supplier. Delivery is to be made between the hours of 8:00 a.m. and 3:30 p.m. and during regular City of Fresno working days. Deliveries shall not be made on the following holidays: July 4th Thanksgiving Day December 25th January 1st Delivery of items shall be F.O.B. DESTINATION, FREIGHT PREPAID AND ALLOWED, delivered to: City of Fresno Department of Transportation/FAX 2223 "G" Street, Fresno, CA, 93706 Non -Delivery If the Contractor fails to meet delivery requirements, the City may, but is not obligated to, procure the goods from another source and recover any loss occasioned thereby (including, without limitation, any increase in cost and liquidated damages for Contractor's delay up to date of delivery and acceptance by City of goods from another source), from any unpaid balance due the Contractor or through reduction of future invoices. Otherwise, Contractor will reimburse City within thirty (30) days of receipt of invoice from the City. The price paid by the City shall be considered the prevailing market price at the time purchase is made. City will notify Contractor of any decision to procure the goods from another source. Such notification 28 439574v1 Docusign Envelope ID: BA9709FA-0455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 may be by telephone, electronic mail, or facsimile to Contractor or Contractor's authorized representative. Notice to Proceed The Contractor shall not commence any work, nor shall it enter the premises until it has received a written Notice to Proceed from the Purchasing Manager. Changes to Contract Documents No changes or modifications to the Contract shall be made unless agreed to and signed by both the Contractor and the Purchasing Manager. 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 the Specifications or any Contract resulting from this procurement. Payment The Proposer shall invoice the City of Fresno in order to initiate the payment process. Invoices shall conspicuously display the City's purchase order number and shall be submitted to: ATTENTION: City of Fresno Department of Transportation/FAX Attn: Accounts Payable 2223 G. Street Fresno, CA 93706 Contractor hereby agrees not to assign the payment of any monies due Contractor from City under the terms of this Contract to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Contractor directly to Contractor. Contract Administrator The City of Fresno designates the Director of the Department of Transportation/FAX, as Contract Administrator, who shall act on behalf of the City with respect to all aspects of this Contract. The City shall promptly notify Contractor in writing if the Contract Administrator is changed. The Contract Administrator and designated representative shall have complete authority to require the Contractor to comply with all provisions of this Contract. Contractor shall strictly and promptly follow the instructions of the Contract Administrator. The Contract Administrator's decision upon all questions, claims and disputes will be final and conclusive upon the parties of the Contract. The Contract Administrator shall exercise any discretionary authority in a reasonable manner. The Contract Administrator shall decide any and all questions which may arise as to conformance of and acceptability of tools, equipment, supplies and all other materials and methods and procedures used in the performance of the Services with regard to the requirements included herein. The Contract Administrator shall decide all questions which may 29 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 arise as to the interpretation of the Contract Documents relative to the Services and the fulfillment of the Contract on the part of Contractor. The Contract Administrator will determine the amount and quality of the several kinds of Services performed and materials furnished which are to be paid for under this Contract. The Contract Administrator shall have the authority to require Contractor to make temporary changes in the assignment of routine work, tasks, and task frequencies. Such temporary changes shall not affect the amount of payment to Contractor. Contract Coordinator The Contract Administrator shall designate Department of Transportation/FAX Planning Division as Contract Coordinator to monitor and inspect the performance and progress of the Services provided under this Contract. The Contract Coordinator has no authority to alter, waive or revoke any provision of this Contract. Any failure of Contractor to comply with the provisions of the Contract may be called to the attention of the Contract Administrator by the Contract Coordinator. The Contract Coordinator shall have the authority to suspend the performance of the Services and compensation to Contractor until the Contract Administrator can decide any questions at issue. The Contract Coordinator shall perform frequent inspections of each work assignment. The emphasis during these inspections should concentrate on the existence of those factors which significantly affect the probability of the assignment being performed as specified. The Contract Coordinator shall coordinate the activities of Contractor and the occupants to minimize any interference or delay to either party. The Coordinator shall submit suggestions regarding revisions of the specifications to the Contract Administrator. The Coordinator shall receive and respond, with clerical assistance, to requests, complaints, and suggestions concerning the performance of the work directed under the Contract. The Contract Coordinator shall in no instance have the authority to act as a supervisor for Contractor and shall not interfere with the Contractor in the supervision or direction of Contractor's employees. Any advice provided to Contractor by the Contract Coordinator shall in no way be construed as binding upon the City of Fresno or release the Contractor from fulfilling the provisions of the Contract. Performance of Services Contractor shall be responsible for the complete and timely performance of all the Services under this Contract and for all manner and type of tools, equipment, supplies and materials of every description required to successfully perform all Services under this Contract. 30 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 Non -Performance of Services Services shall be considered not to have been performed when, in the judgment of the Contract Administrator, any one or more of, but not limited to, the following conditions exist: a. Non -adherence to established response times, b. Failure to provide goods/services per schedule and on time, or c. Failure to conform to the requirements of the Scope of Services. Confidential Information Ownership of Documents and C012yright License Any reports, information, or other data prepared or assembled by the Contractor pursuant to this Agreement shall not be made available to any individual or organization by Contractor without prior written approval of the City. During the term of this Agreement, and thereafter, the Contractor shall not, without prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential for the purpose of this Agreement shall include all proprietary marketing plans, financial information, designs, drawings, specifications, materials, compilations, documents, instruments, models, source of object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in City If Contractor should subcontract all or any portion of the services to be performed under this Agreement, Contractor shall cause each subcontractor to also comply with the requirements of this section. This section shall survive expiration or termination of the Agreement. Fair Employment Practices and Nondiscrimination In connection with the performance of work under this Contract, the Contractor agrees as follows: a. The Contractor shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), marital status, political affiliation, sex, age (over 40), sexual orientation, and denial of family care leave or on any other basis prohibited by law. The Contractor shall ensure that the treatment of employees and evaluation of applicants for employment are free of such discrimination and harassment. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the State of California setting forth the provisions of this Fair Employment Practices section. b. Contractor and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), and the 31 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. c. Contractor assures City that it shall comply with the requirements of the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA; the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d (1988) et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794 (1989) and the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102 (1994); together with all applicable regulations and guidelines adopted to implement same. Said group of laws and requirements are collectively referred to in this Contract as the "anti -discrimination laws". d. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a written notice advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. e. The Contractor will permit access to its records of employment, employment advertisements, application forms, and other pertinent data and records by the City, State of California, the State Fair Employment and Housing Commission, or any other appropriate agency designated by the City or the State of California, for the purposes of investigation to ascertain compliance with the Fair Employment Practices and Nondiscrimination section of this Contract. f. Contractor agrees to collect and maintain information to show compliance with the "anti -discrimination laws" including a list of discrimination complaints, reports of any compliance reviews conducted by other agencies descriptions of any pending discrimination -based lawsuits and data on the racial, ethnic, national origin, sex and handicap characteristics of the population it serves. g. Contractor agrees to cooperate with City, and any other appropriate agency designated by the City, in all manner necessary to permit City and any such agency to adequately report to the United States Environmental Protection Agency on Contractor's compliance with the "anti -discrimination laws". h. A finding of willful violation of the Fair Employment Practices section of this Contract or of the California Fair Employment and Housing Act shall be regarded by the City as a basis for determining the Contractor to be not a responsible bidder as to future contracts for which such Contractor may submit bids, for revoking the Contractor's prequalification rating, if any, and for refusing to establish, reestablish, or renew a prequalification rating for the Contractor. 32 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 The City will deem a finding of willful violation of the California Fair Employment and Housing Act to have occurred upon receipt of written notice from the Fair Employment and Housing Commission that it has investigated and determined that the Contractor has violated the California Fair Employment and Housing Act and has issued an order under California Government Code section 12973, section 12970, or obtained an injunction under California Government Code section 12973. Upon receipt of such written notice from the Fair Employment and Housing Commission, the City shall notify the Contractor that unless it demonstrated to the satisfaction of the City within a stated period that the violation has been corrected, that it will be reported to the City Council as not a responsible bidder on any future Contract. i. The Contractor agrees, that should the City determine that the Contractor has not complied with the Fair Employment Practices section of this Contract, then pursuant to Labor Code sections 1735 and 1775, the Contractor shall forfeit, as a penalty to the City, for each calendar day, or portion thereof, for each person who was denied employment as a result of such noncompliance, the penalties provided in the Labor Code for violation of prevailing wage rates. Such monies may be recovered from the Contractor. The City may deduct any such damages from any monies due the Contractor from the City. Furthermore, Contractor agrees that the City shall have the right to terminate this Contract either in whole or in part, and any loss or damage sustained by City in securing the goods or services thereunder shall be borne and paid for by Contractor and by the surety under the performance bond, if any, and City may deduct from any moneys due or thereafter may become due to Contractor, the difference between the price named in the Contract and the actual cost thereof to City to cure Contractor's breach of the Contract. j. Nothing contained in this Fair Employment Practices section shall be construed in any manner or fashion so as to prevent the City from pursuing any other remedies that may be available at law. k. After award of the Contract, the Contractor shall certify to the City that it has or will meet the following standards for affirmative compliance, which shall be evaluated in each case by the City: (1) The Contractor shall provide evidence, as required by the City, that it has notified all supervisors, foremen, and other personnel officers in writing of the content of the antidiscrimination clause and their responsibilities under it. (2) The Contractor shall provide evidence, as required by the City, that it has notified all sources of employee referrals (including unions, employment agencies, advertisement, Department of Employment) of the content of the antidiscrimination clause. (3) The Contractor shall file a Fair Employment Practices compliance report, as required by the City. Willfully false statements made in such reports shall be punishable as provided by law. The compliance report shall also spell out the 33 439574vl Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 sources of the work force and who has the responsibility for determining whom to hire, or whether or not to hire. The compliance report shall be kept current throughout the Contract in that the Contractor shall report any changes in or additions to the answers therein, including changes in agreements with others. After the work or supplying materials is complete, and before final payment, the Contractor shall submit a final statement of compliance. (4) Personally, or through its representatives, the Contractor shall, through negotiations with the unions with whom it has agreements, attempt to develop an agreement which will: (i) Spell out responsibilities for nondiscrimination in hiring, referral, upgrading and training. (ii) Otherwise implement an affirmative antidiscrimination program in terms of the unions; specific areas of skill and geography, to the end that qualified disadvantaged workers will be available and given an equal opportunity for employment. I. Contractor's signature on this Contract shall constitute a certification under the penalty of perjury under the laws of the State of California that Contractor has, unless exempted, complied with the nondiscrimination program requirements of Government Code, Section 12990, and Title 2, California Code of Regulations, Section 8103. m. The Contractor will include the provisions of the foregoing paragraphs 1 through 12 in every first -tier subcontract so that such provisions will be binding upon each such subcontractor. 34 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 APPENDIX B INSURANCE REQUIREMENTS SAMPLE CONTRACT 35 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 SAMPLE PRODUCT PURCHASE CONTRACT This Contract is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and [CONTRACTOR NAME], [Legal Identity] (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: fTitlel (Bid File No. [Numberl) (Alternates (if an 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 [WRITTEN $ AMOUNTI DOLLARS AND [WRITTEN CENTS AMOUNT] CENTS ($[DollarAmountl), as set forth in the Bid Proposal, the Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of the City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 3. PAYMENT. The City accepts the 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. The Contractor agrees to accept electronic payment from the City. 4. INDEMNIFICATION: To the furthest extent allowed by law, the Contractor shall indemnify, hold harmless and defend the 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 the City, the Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. The Contractor's obligations under the preceding sentence shall apply regardless of whether the 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 the City or any of its officers, officials, employees, agents, or volunteers. If the Contractor should subcontract all or any portion of the work to be performed under this Contract, the Contractor shall require each subcontractor to indemnify, hold harmless and defend the 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.] 36 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by the City shall be subsequent to that of the Contractor's, and this Contract shall be binding and effective upon execution by both parties. [CONTRACTOR NAME], [Legal Identity] By: Name: Title: Dated: (if corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: Dated: (if corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) CITY OF FRESNO, a California municipal corporation 0 Melissa Perales, Purchasing Manager General Services Department Dated: ATTEST: TODD STERMER, MMC City Clerk M Deputy Date No signature of City Attorney required. Standard Document #FIN-S Formal Bid Contract — Product (05-2022) has been used without modification, as certified by the undersigned. M [City Certifier Name] [City Certifier Title] General Services Department City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] 37 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 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) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her 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, 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 be written on an occurrence form and 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 be written on an occurrence form and shall provide coverage for all owned, hired, and non -owned automobiles 38 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 or other licensed vehicles (Code 1- Any Auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. MINIMUM LIMITS OF INSURANCE CONTRACTOR shall procure and maintain for the duration of the contract insurance with limits of liability 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 and EMPLOYER'S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. UMBRELLA OR EXCESS INSURANCE In the event CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum 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/ENDQRSEMENTS (i) All policies of 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 has been given to CITY, except ten (10) days for nonpayment of premium. 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 0 439574vl Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than seven (7) calendar days following to the expiration date of the expiring policy. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured for all operations. The Commercial General endorsements must be as broad as that contained in ISO Forms: CG 20 10 11 85 or CG 20 26 04 13. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the CONTRACTORS' insurance shall be primary to and require no contribution from the City. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) If CONTRACTOR maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by CONTRACTOR. (vi) 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 policies will be twice the above stated limits. (vii) All policies of insurance shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS CONTRACTOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the CITY'S Risk Manager or his/her 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. All subcontractors working under the direction of CONTRACTOR shall also be required to provide all documents noted herein. 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. 40 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 APPENDIX C TECHNICAL SPECIFICATIONS / SCOPE OF SERVICES 41 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 CITY OF FRESNO SPECIFICATIONS PRODUCT REQUIREMENTS CONTRACT FOR FRESNO AREA EXPRESS SCHEDULE GUIDES BID FILE NUMBER: 12501751 TECHNICAL SPECIFICATIONS GENERAL (a) It is the purpose and intent of these Specifications to describe the minimum requirements for Fresno Area Express Schedule Guides to be used by the Planning Division of the Transportation Department within the City of Fresno. (b) All items not specifically mentioned which are required for a complete unit shall be included in the unit bid price. (c) All equipment and accessories to be furnished must be new and in current production. All products shall conform in design, strength, quality of material and workmanship to current industry standards. (d) Each bid shall be accompanied by a copy of any applicable manufacturer's Published Price List or website, and a copy of the manufacturer's descriptive literature and specifications or website, including a copy of the manufacturer's standard warranty. (e) All equipment and accessories shall comply with regulations of the Federal Occupational Safety and Health Administration (OSHA) and the California Occupational Safety and Health Administration (Cal/OSHA), whichever is more restrictive. 42 439574v1 Docusign Envelope ID: BA9709FA-C455-4A27-9072-1 FB9C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 TECHNICAL SPECIFICATIONS: The FAX Schedule Guide is a periodic publication containing all FAX transit schedules, maps and rider information. Printing Specifications and Technical Conditions are as follows: PAGE COUNT: 84 text pages (1-color black), plus 4-color cover with gatefold and 4-color centerfold SIZE: Approximately Flat; 14" X 10 1/4"; first fold; 7" X 10 1/4" BINDERY: Saddle stitch 2 staples on 7" fold - along 10 1/4" height. INK: Cover, Centerfold & Gatefold: 4/4 - 4-color process over 1-color black. Inside text pages: 1/1 - 1 color: black. SCREENS: Cover pages: 133 Ipi Text pages: 100 Ipi STOCK: Cover & inside spread: 70# Gloss Bookweight. Inside text pages: 30# newsprint. Text pages may also be quoted on 27.7# newsprint. PACKAGING: Packaged in lots of 150 each in boxes, on pallets. QUANTITIES: Deliveries may be released up to five times a year and as requested. Month Quantity_ (estimated) 12,500 January March 12,500 June 12,500 August 12,500 12,500 November ORIGINAL Both the original art work and any art work provided during the term of the ART WORK: contract shall remain the sole property of the City of Fresno. REQUIRED Samples of booklets similar to the FAX Schedule Guides currently being SAMPLES: printed by the bidder are to be submitted along with the Bid Proposal Form. PRE -PRESS: All FAX Schedule Book text pages, and 4-color process pages (front & back covers and gatefold), will be supplied to the contractor in composited high resolution PDF format. Shingling/creep factors inherent in this type of web press publication must be accounted for when imposing, printing and trimming Schedule Book text/cover pages. Files will be provided to contractor on USB drive, or electronically uploaded to contractor using WeTransfer or other similar file sharing platform. 43 439574v1 Docusign Envelope ID: BA9709FA-0455-4A27-9072-1 F139C8995675 Product Requirements Contract Fresno Area Express Schedule Guides Bid File No. 12501751 PROOFS: For proofing purposes contractor shall provide FAX with a composite blueline for all text pages, and with high resolution color proofs for all 4-color pages, or proofs may be submitted electronically in PDF format for all text and cover pages, for each printing. In the event that artwork/content changes are required after the original proofs are submitted to FAX the revised pages would be submitted electronically to the contractor, and additional proofs in PDF format would be required for FAX approval. A cost per page for changes should be included in proposers bid response. All proofs must be approved in writing by FAX prior to commencement of printing. SAMPLE: Sample of the current schedule guide is located at https://www.fresno.gov/transportation/wp- content/uploads/sites/13/2020/07/COMPLETE-SCHED-GUI DE-8-20- ENGLISH.pdf Hard copy sample can be provided upon request. 44 439574v1