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HomeMy WebLinkAboutEvergreen Job & Safety Training 2016-02-01; Amendment 1 2019-01-31Cou No. 1511' ISS -Al CITY OF UKIAH AMENDMENT NO. 1 TO CONTRACT #1516155 BETWEEN EVERGREEN JOB AND SAFETY TRAINING, INC. and THE CITY OF UKIAH This Amendment No. 1 entered on January 31, 2019, revises the Agreement for Professional services dated February 1, 2016, between the City of Ukiah and Evergreen Job and Safety Training, Inc. a Corporation, for professional services relating to job and safety training services. This Amendment No. 1 amends the Agreement as follows: I. CONTRACT AMOUNT: Amount added for Electric Utility Department: $6,327.36 Amount added for Finance Department Meter Readers: $1,929.58 Total Revised Not -to -Exceed Contract Amount: $100,509.46 II. CONTRACT EXTENTION: Contract's expiration is extended to April 30, 2019. Except as expressly amended by this Amendment, all other terms remain unchanged and in full force and effect. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE EFFECTIVE DATE: EVERGREEN JOB AND SAFETY TRAINING, INC. BY: PRINT NAME: V esse Lai g5Ie� CITY OF UKIAH `J BY: S ATTES BY: ACOMO, CITY MANAGER iUS"kkf (P4/6(47- KRISTINE LAWLER, CITY CLERK DATE: of 0419019 DATE: / y DATE: 6Z -L 1 -17 L L T O V E. N D 0 R CITY OF UKIAH ATTN: ACCOUNTS PAYABLE 300 SEMINARY AVENUE UKIAH, CA 95482 EVERGREEN JOB & SAFETY TRAINING INC 328 IRONWOOD CIRCLE ROSEVILLE CA 95678 S P T 0 Purchase Order Fiscal Year 2019 Page 1 of 1 Purchase Order # PI ON ALL INVOICES, PING PAPERS. 45633-01 Delivery must be made within doors of specified destination. CITY OF UKIAH - CORPORATION YD 1320 AIRPORT ROAD UKIAH CA 95482 Vendor Phone Number Vendor Fax Number Buyer Date Ordered Date Required Mary Williamson 09/11/2018 06/30/2019 Delivery Reference Freight Method/Terms Department/Location Sales Tax Rate N/A / NET 30 ELECTRIC DEPARTMENT 0.000 Ite Description/Part No. Aiiiiiiillffifill Qty UOM Unit Price Extended Price 1 2 PROVIDE MONTHLY JOB AND SAFETY TRAINING FOR 10-12 EUD EMPLOYEES JULY 2018 -JUNE 2019 @ $2,109.12/MEETING PROVIDE JOB AND SAFETY TRAING FOR 5-7 FINANCE DEPARTMENT METER READERS - 1 TRAINING EVERY OTHER MONTH -AUG/OCT/DEC/FEB/APR/JUNE @ $964.79/MEETING YEAR 3 OF THREE YEAR CONTRACT #1516155 THIS PO COVERS FISCAL YEAR 2018-2019 BEGINNING JULY 2018- APRIL 2019 CH 01 MW TO CHANGE ENDING DATE TO APRIL 30, 2019 AND TO REDUCE TOTAL PO TO AMENDED AMOUNT OF CONTRACT. 21245.2 4823.9 DOLL DOLL $1.000 $1.000 $21,245.20 $4,823.95 By VENDOR COPY • PO Total $26,069.15 Purchasing Su rvisor VENDOR: CONTRACT Contract number must appear on all invoices CITY OF UKIAH SUBMIT DUPLICATE INVOICES TO ACCOUNTS PAYABLE 300 SEMINARY AVENUE UKIAH. CA 95482 ACCTS. PAYABLE. (707) 463-6230 PORCH. DEPT. (707) 467-5777 PORCH FAX (707) 313-3831 Evergreen Job & Safety Training, Inc. 328 Ironwood Circle Roseville, CA 95678 ACCOUNT ITEM QUANTITY 80026110.52100 80026120.52100 20526430 57100 SHIP TO: CITY OF UKIAH 1320 Airport Road Ukiah, CA 95482 CONTRACT NO 1516155 PAGE 1 OF 1 DATE 2/1/2016 DESCRIPTION 1 1 Lump Sum Provide Job & Safety Training to 10-12 Employees of the Electric Utility Department with the folloing areas to be covered once each year. 74,954.88 1) CPR & First Aid and AED. 2) Excavations & Mechanical Equipment, 3) Transformers & & Electrical Theory, 4) Fall Protection - Classroom & field training 50%150%, 5) Substations. 6) U.R.D. (Underground Residential Distribution). 7) Heat Illness and Overhead Lines, I 8) Electrical Burns & PPE, 9) E.R.P. (Emergency Rescue Procedures) Pole Top and Bucket Truck Rescue, 10) Grounding/Lock-out Tag -out Procedures (per City policy). 11) Hearing Conservation. 12) Hot Sticks and Grounds Testing. 13) Meter Safety/Single Phase & Poly Phase Meter Installation and Change Outs. 14) Rubber Glove Re -Certifications, 15) Enclosed Spaces and Energized Parts. 16) Job Briefings & Fork Lift Re -Certification, 17) Flagging & Traffic Control, 18) Live Line Tools and Grounds Testing Trainings to be held monthly at City property (Currrently) 1320 Airport Road. Trainings will be billed monthly after trainings are held at a rate of Year One: 52.028/ meeting (12 Meetings) Year two & three: $2.109.12/meeting (24 meetings) 2 1 Lump Sum Provide Job & Safety Training to 5-6 Employees of the Finance Department Meter Readers 17,143.56 with the following areas to be covered once each year. 1) Single Phase & Poly Phase Meter Installation and Change Outs. 2) Meter Safety Procedures, 3) Basic Electrical Theory. 4) CPR. First Aid and AED. 5) Lock -Out Tag -out, 6) Hearing Conservation & P.P.E. Trainings to be held every other month at City property 300 Seminary Ave. Trainings will be billed after each training is held at a rate of Year One: 5927.68/meeting (6 meetings) Year Two & Three: $964.79/meeting (12 meetings) FOB: Ukiah UNIT PRICE TOTAL As per Bid Opening: 12/22/2015 Approved by Council: 1/20/2016 Attachments listed below are included as parr of the contract No other terms and conditions will be accepted unless agreed to and signed by both parties APPROVED BY: Attachments: Terms & Conditions Bid dated 12/8/15 ACCEPTED BY: VENDOR'S COPY $74.954 88 $17,143.56 SUBTOTAL $92.098.44 TAX: TOTAL: $92,098.44 / /2; MARY HORGER. PURCHA.ING SUPERVISOR I DATE sse Lang / rTc7- r, off Job and Safety n4101400, Inc evergreen job & $a6et `-training, _One. 328 Ironwood Circle Roseville, CA 95678 Office: (916) 742-1811 Fax: (916) 742-1852 e'er8'jbandsafety@gmail.com City of Ukiah Electric Department 1320 Airport Rd. Ukiah, CA 95482 Re: Contract Proposal: January 1, 2016 - December 31, 2018 To Whom It May Concern, I appreciate the opportunity to present you with this proposal. As your training instructor, I will be dedicated to providing you with the best possible service to meet the specific needs of the City of Ukiah Electric Department. This proposal is based on 12 programs per year, with a price per meeting of $2,028.00 for the first year, with a 4% increase for the second year at $2,10912 per meeting, with no increase for the third year. The total fee for all three years combined would be $74,954.88. Year One: $2,028.00 per meeting (12 meetings) = ,9`t oI) Year Two: $2,109.12 per meeting (12 meetings) — s5 3 ..F-1-1 Year Three: $2,109.12 per meeting (12 meetings)-.... 1 =53f J `� This proposal includes all of my expenses, including but not limited to; administration, record keeping, program development, travel, lodging and meals. Certain additional training materials, such as CPR/First Aid and Traffic Control materials will be billed to you at my cost. I will discuss the cost of these materials prior to supplying any of them to your employees. Scope of Work: As your contractor, I fully understand the scope of work the city is requiring. The scope of work to be provided includes, but may not be limited to, the following: 1. CPR, First Aid and AED 2. Excavations & Mechanical Equipment 3. Transformers & Electrical Theory 4. Fall Protection- Classroom & field training 50%/50% 5. Substations 6. U.R.D. (Underground Residential Distribution) 7. Heat Illness & Overhead Lines 8. Electrical Burns & PPE 9. E.R.P. (Emergency Rescue Procedures) Pole Top and Bucket Truck Rescue 10. Grounding/Lock-out Tag -out Procedures (per city policy) 11. Hearing Conservation 3 12. Hot Sticks and Grounds Testing 13. Meter Safety/Single Phase & Poly Phase Meter Installation and Change Outs 14. Rubber Glove Re -Certifications 15. Enclosed Spaces & Energized Parts 16. Job Briefings & Fork Lift Re -Certification 17. Flagging & Traffic Control 18. Live Line Tools & Grounds Testing Qualifications & Prior Experience: Evergreen Job & Safety Training, Inc. has been providing safety training for the past 17 years to electrical utilities and municipalities throughout California, Oregon & Nevada. We offer more than 57 courses in the areas of general safety and technical training, including all 23 topics in the OSHA 1910.269 regulations, as well as Cal -OSHA Title 8 regulations. We offer training on a monthly basis, semi-annually, and also as a one-time service, all at competitive pricing to our clients. We are dedicated to educating our clients on the most up-to-date safety requirements and regulations in order to promote safe work practices for all employees in the industry. As the company's owner and trainer, I have worked in the electrical line trade for more than 19 years. I have a broad range of experience as a journeyman lineman/line foreman including employment for both outside line contractors and utilities. I have experience working under a vast variety of safety regulations and standards within the trade. My personal experience as a journeyman drives my commitment to providing exceptional education to all line workers in order to maintain respect of the trade, improve the quality of work, and ensure a safe working environment. I have enclosed with this proposal, a list of the services and courses that my company provides. If this proposal meets your approval, I will proceed with addressing any additional contract requirements you have, in addition to providing you a course schedule for upcoming year. This proposal is a firm, irrevocable offer 90 days. Furthermore, I will comply with the insurance requirements for the City of Ukiah. I look forward to serving you in this capacity. Please contact me if you have any questions. Owner: Sincerely, Jesse Langslet Owner/Instructor References: Jason Harston (530) 249-4605 Plumas-Sierra Rural Electric Cooperative Portola, CA Date: lz /2_ 1_5 Andy Lethbridge (530) 598-4766 Trinity Public Utilities District Weaverville, CA Todd Woolman (707) 480-6485 City of Healdsburg - Electric Department Healdsburg, CA ratr -117 Job and Safely T atniryq t`aevreen Oa A $464ty training, -One. 328 Ironwood Circle Roseville, CA 95678 Office: (916) 742-1811 Fax (916) 742-1852 evergreenjobandsafety@gmail.com City of Ukiah Meter Department 1320 Airport Rd. Ukiah, CA 95482 Re: Contract Proposal: January 1, 2016 - December 31, 2018 To Whom It May Concern, I appreciate the opportunity to present you with this proposal. As your training instructor, I will be dedicated to providing you with the best possible service to meet the specific needs of the City of Ukiah Meter Department. This proposal is based on 6 programs per year, with a price per meeting of $927.68 for the first year, with a 4% increase for the second year at $964.79 per meeting, with no increase for the third year. The total fee for all three years combined would be $17,143.56. Year One: $927.68 per meeting (6 meetings) : 5 `J (a6 , Os Year Two: $964.79 per meeting (6 meetings) r 51 $ q , 7'f' Year Three: $964.79 per meeting (6 meetings) _ 57g g 7Cf This proposal includes all of my expenses, including but not limited to; administration, record keeping, program development, travel, lodging and meals. Certain additional training materials, such as CPR/First Aid and Traffic Control materials will be billed to you at my cost. I will discuss the cost of these materials prior to supplying any of them to your employees. Scope of Work: As your contractor, I fully understand the scope of work the city is requiring. The scope of work to be provided includes, but may not be limited to, the following: 1. Single Phase & Poly Phase Meter Installation and Change Outs. 2. Meter Safety Procedures 3. Basic Electrical Theory 4. CPR, First Aid & AED 5. Lock -out Tag -out 6. Hearing Conservation & P.P.E. Qualifications & Prior Experience: Evergreen Job & Safety Training, Inc. has been providing safety training for the past 17 years to electrical utilities and municipalities throughout California, Oregon & Nevada. We offer more than 57 courses in the areas of general safety and technical training, including all 23 topics in the OSHA 1910.269 regulations, as well as Cal -OSHA Title 8 regulations . We offer training on a monthly basis, semi- annually, and also as a one-time service, all at competitive pricing to our clients. We are dedicated to educating our clients on the most up-to-date safety requirements and regulations in order to promote safe work practices for all employees in the industry. As the company's owner and trainer, I have worked in the electrical line trade for more than 19 years. I have a broad range of experience as a journeyman lineman/line foreman including employment for both outside line contractors and utilities. 1 have experience working under a vast variety of safety regulations and standards within the trade. My personal experience as a journeyman drives my commitment to providing exceptional education to all line workers in order to maintain respect of the trade, improve the quality of work, and ensure a safe working environment. I have enclosed with this proposal, a list of the services and courses that my company provides. If this proposal meets your approval, I will proceed with addressing any additional contract requirements you have, in addition to providing you a course schedule for upcoming year. This proposal is a firm, irrevocable offer 90 days. Furthermore, I will comply with the insurance requirements for the City of Ukiah. I look forward to serving you in this capacity. Please contact me if you have any questions. Owner: Sincerely, Jesse Langslet Owner/ Instructor References: Jason Harston (530) 249-4605 Plumas-Sierra Rural Electric Cooperative Portola, CA Andy Lethbridge (530) 598-4766 Trinity Public Utilities District Weaverville, CA Date: ) 4 8 / Z O 15 Todd Woolman (707) 480-6485 City of Healdsburg - Electric Department Healdsburg, CA EVERGREEN Jon & SAFETY TRAINING, INC. LIST OF TRAINING COURSES ❖ GENERAL SAFETY: • FIRST AID & CPR • AUTOMATED EXTERNAL DEFIBRILLATION (AED) • EMERGENCY RESPONSE PROCEDURES • BLOOD-BORNE PATHOGENS • ELECTRICAL BURNS • HEARING CONSERVATION PROGRAM/HEARING TESTING • WORK ZONE TRAFFIC CONTROL & FLAGGING • BACK SAFETY & ERGONOMICS • Loss CONTROL • CHAINSAW SAFETY • DEFENSIVE DRIVING • FORKLIFT CERTIFICATIONS • HEAT ILLNESS AWARENESS & PREVENTION • VIOLENCE IN THE WORKPLACE • SAFETY DATA SHEETS • JOB OBSERVATIONS ❖ OSHA 1910.269 PARAGRAPHS (23 TOPICS): • GENERAL • MEDICAL SERVICES & FIRST AID • JOB BRIEFINGS • HAZARDOUS ENERGY CONTROL PROCEDURES (LOCK-OUT/TAG-OUT) • ENCLOSED SPACES • EXCAVATIONS • PERSONAL PROTECTIVE EQUIPMENT (PPE) • LADDERS, PLATFORMS, STEPBOLTS & MANHOLE STEPS • HAND & PORTABLE POWER TOOLS • LIVE LINE TOOLS • MATERIAL HANDLING & STORAGE • WORKING ON OR NEAR EXPOSED ENERGIZED PARTS • DE -ENERGIZING LINES & EQUIPMENT • TESTING & TEST FACILITIES • MECHANICAL EQUIPMENT • OVERHEAD LINES • LINE CLEARANCE TREE TRIMMING OPERATIONS • GROUNDING FOR THE PROTECTION OF THE EMPLOYEES • UNDERGROUND ELECTRICAL INSTALLATIONS • COMMUNICATIONS • SUBSTATIONS • POWER GENERATION • SPECIAL CONDITIONS •:• ALL CAL -OSHA TITLE 8 REGULATIONS ❖ TECHNICAL TRAINING: • HOT STICK/LIVE LINE TOOLS TESTING • PERSONAL PROTECTIVE GROUNDS TESTING • POLE-TOP/BUCKET TRUCK/VAULT RESCUE • RUBBER GLOVE CERTIFICATION COURSE & RE -CERTIFICATION • TRANSFORMER THEORY, APPLICATION & CONNECTIONS • VOLTAGE REGULATORS • CAPACITORS • RIGGING • SYSTEM PROTECTION • CONFINED SPACE • QUALIFIED WORKER (NON -JOURNEYMAN) • METER SETTING & INSTALLATION • ARC FLASH/FR APPAREL • OVERHEAD & UNDERGROUND SWITCHING PROCEDURES • LIGHTNING ARRESTORS • FAULT CURRENT • SUBSTATION SAFETY/INSPECTIONS • LIVE LINE TOOL APPLICATION & MAINTENANCE Company Name: CITY of UKIAH 1320 Airport Road Ukiah CA. 95482 Phone 707-467-5777, Fax 707-313-3831 REQUEST FOR PROPOSAL FAX OR EMAIL RESPONSES WILL BE ACCEPTED RETURN THIS FORM DATE: 12/1/2015 THIS IS NOT AN ORDER REQ. NO. Safety Training 16-18 en :To lo )af 1 Irninin rnc.. BIDS ARE REQUESTED FOR f11E FOLLOWING ITEMS I BIDS WILL BE RECEIVED UNTIL 22 -Dec 2015 AT THE OFFICE OF THE BUYER 1320 .Airport Road, Ukiah, CA 95482 BY: Mary Williamson vv am/. JllALLL OG r.V.D. U(uAH, CA. QUANTITY DESCRIPTION UNIT PRICE TOTAL. Lump Sum Per Year for 3 year Proposal No. 1 Electric Utility Linemen & Technician Training 50%/50% I Meter approximately 10-12 employees of the Electric Utility Department. 12 sessions per year, each session should be approximately 5 hours. The following areas will be covered once each year. 1) CPR & First Aid and AED, 2) Excavations & Mechanical Equipment 3) Transformers & Electrical Theory, 4) Fal! Protection- Classroom & field training 5) Substations, 6) U.R.D. (Underground Residential Distribution) 7) Heat Illness & Overhead Lines, 8) Electrical Bums & PPE 9) E.R.P. (Emergency Rescue Procedures) Pole Top and Bucket Truck Rescue 10) Grounding/Lock-out Tag -out Procedures (per city policy), 11) Hearing Conservation 12) Hot Sticks and Grounds Testing, 13) Meter Safety/Single Phase & Poly Phase Installation and Change Outs, 14) Rubber Glove Re -Certifications 15) Enclosed Spaces & Energized Parts, 16) Job Briefings & Fork Lift Re -Certification 17) Flagging & Traffic Control, 18) Live Line Tools & Grounds Testing Lump Sum Per Year for 3 year Proposal No.2 Meter Reader/Meter Replacement Personnel you. approximately 5-6 Meter Readers, 6 times per year each session should be approximately 5 hours. The following areas will be covered once each year. 1) Single Phase & Poly Phase Meter Installation and Change Outs. 2) Meter Safety Procedures, 3) Basic Electrical Theory, 4) CPR, First Aid & AED 5) Lock -out Tag -out, 6) Hearing Conservation & P.P.E. Prices will be based on a three year service agreement. and Will be billed monthly after each session. Please call Mary Williamson at (707) 467-5777 with any questions. Thank 'TERMS: 1 TERMS: NET 30 DEL. TO: F.O.B. UKIAH I.EAD TIME ARO: N CO PANY NAME: ..ver- EMEMI111-11 wiTuairo MIIIMMICEP1• PHONE: 1. Right is reserved to reject any and all bids. 2. Right is reserved to accept separate items unless specifically denied by bidder, 3. Right is reserved to reject a bid from any bidder who has previously failed to perform adequately for the City of Ukiah 4. In CASE OF DEFAULT, the City of Ukiah may procure the items quoted on from other sources and hold the original bidder liable for any increased costs. 5. The price, terms. delivery point. and delivery date may individually or collectively be the basis of the awarding of the bid. 6. ALL BIDS MUST BE SIGNED. 7. In submitting the bid. bidder agrees that the bid shall remain open and may not be revoked or withdrawn for 60 days from the bid due date. unless a different time period is specified in RFB. 8. Bidder agrees to perform according to its bid, if the City's acceptance is communicated to the bidder within the time s.ecified in number 7 above JOB & SAFETY TRAINING 2016-2018 Addendum No. 1 December 2, 2015 The following is Addendum No. 1 to JOB & SAFETY TRAINING 2016-2018. IF YOU SUBMIT A PROPOSAL, ACKNOWLEDGMENT OF THIS ADDENDUM MUST BE SHOWN ON THIS ADDENDUM. IN ADDITION, THIS SIGNED ACKNOWLEDGMENT MUST BE SUBMITTED WITH YOUR PROPOSAL, OR YOUR PROPOSAL MAY BE DEEMED AS NON-RESPONSIVE. This Addendum is hereby made part of the Contract Documents to the same extent as though it were originally included therein. The following are questions asked, and their corresponding answers: Q1: On the fall protection, will the Trainer need to supply the harnesses or will we use our own harnesses? Al: The City will provide the harnesses Q2: On the Bucket Truck and Pole rescue what equipment needs to be supplied by the Trainer? A2: All equipment will be supplied by the City with the exception of the Rescue Dummy. Q3: Will the Trainer supply the Rubber Gloves? A3: The City will provide the Rubber Gloves. Q4: In regards to the Hot Sticks, Grounds Testing Equipment and Live Tools etc., who will provide that? A4: The City will provide the Hot Sticks and Grounds but the Trainer is asked to supply the Testing Equipment. All other terms and conditions remain in full force and effect. Page 1of2 Job & Safety Training 2016-2018 Addendum No. 1 dated 12/02/15 Mary Williamson Buyer ACKNOWLEDGMENT I hereby acknowledge that I have received this Addendum No. 1 and have reviewed and considered it before submitting my proposal. Signed: Company Name: vera - Date: /2 -/4‘//S- . -ab Lir ,5a-ie.izr Irarnrnq) enc. Page 2 of 2 Job & Safety Training 2016-2018 Addendum No. 1 dated 12/02/15 JOB & SAFETY TRAINING 2016-2018 Addendum No. a December 7, 2015 The following is Addendum No. 2 to JOB & SAFETY TRAINING 2016-2018. IF YOU SUBMIT A PROPOSAL, ACKNOWLEDGMENT OF THIS ADDENDUM MUST BE SHOWN ON THIS ADDENDUM. IN ADDITION, THIS SIGNED ACKNOWLEDGMENT MUST BE SUBMITTED WITH YOUR PROPOSAL, OR YOUR PROPOSAL MAY BE DEEMED AS NON-RESPONSIVE. This Addendum is hereby made part of the Contract Documents to the same extent as though it were originally included therein. The following are questions asked, and their corresponding answers: Q1: Are you requesting on-site testing of the live line equipment? Al: Hot Sticks and Grounds Testing would be on-site Q2: Is there specific topics or training that you are requesting for sub -stations? A2: Our Substation is 115/12000 with 3 transformer banks. Substation Safety Training would include but is not limited to: Initial entry -substation awareness, reading of enunciator panel, PPE., Operation of MOAS & circuit breakers. Racking in/out circuit breakers/grounding breakers, buss tie..etc. Q3: Is it correct to assume that the lineman training is a recertification of them? A3: Re: Rubber Glove Training...yes it is a re-certification/refresher Q4: Since gloves are required to be tested every 6 months according to ASTM F496, does the trainer just need to instruct on the proper inspection and testing of the gloves? A4: Yes All other terms and conditions remain in full force and effect. Page 1 of 2 Job & Safety Training 2016-2018 Addendum No. 1 dated 12/02/15 Mary Williamson Buyer ACKNOWLEDGMENT I hereby acknowledge that I have received this Addendum No. 2 and have reviewed and considered it before submitting my proposal. Signed: ' / -- Company Name: C_Ve,Y ree n Date: !2.'8/ 2.01.5 —Fol, ls So, -Pe, l ►''ainir)j Page 2 of 2 Job & Safety Training 2016-2018 Addendum No. 1 dated 12/02/15 I 1 ri G. 5777 INDEMNITY AGREEMENT 707/467 - Fax 707/313-3831 EXHIBIT B December 1, 2015 v e _s ree n , contractor to the City of Ukiah, to provide labor and materials to provide on-site Job and Safety Training Services for the. Electric Utility, agrees to indemnify, defend, and hold harmless the City of Ukiah and its officers, officials, employees, and designated volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with contractor's negligent performance of work hereunder or its negligent failure to comply with any of its obligations agreed to for said work or negligent failure to comply with any instructions provided by City employees, except such loss or damage which was caused by the negligence or willful misconduct of the City of Ukiah. ature �e55e Lan 5Je, r Print Name /Z/e'4(,/ 5— Date 1 GENERALLY. These Terms and Conditions of Sale ("Terms and Conditions") apply to all purchases by City of Ukiah. (Referred to as ".Buyer"). The supplier of goods and services under this -transaction is herein referred to as "Seller". The goods or service purchased are referred to as the "Purchase." 2. TERMS EXCLUSIVE. Buyer will order the goods or services described herein only upon the terms and conditions contained herein. Sellers acceptance of this order shall occur either through commencement of performance under this order or acknowledgment of this order. By accepting this order, Seller waives all terms and conditions contained in its quotation, acknowledgment, invoice or other documents which are different from or additional to those contained herein and all such different or additional terms and conditions shall be null and void. SELLER MAY NOT CHANGE MATERIAL OF MANUFACTURING PRSOURCES LOCATIONOSUPPLY THE PRIOR WRITTEN CONSENT OF BUYER. 3. INSPECTION. All goods shall be received subject to Buyer's inspection and rejection. Defective goods and goods otherwise not conformin to this order shall be held for Seller's instruction and at S9eller's risk, and if Seller so directs, shall be returned at Seller's expense. No defective goods shall be replaced without a new purchase order. Payment by Buyer shall not be construed as an acceptance of goods. Buyer may return to Seller any non -defective, excess goods within thirty (30) days of receiving them. 4. CHANGES. City may make changes withinthe general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect. the cosf of or the time required- for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (.30) days from the date of receipt by. Sellerof notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 5. TERMINATION. City may terminate this order at any time either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller's default if Seller refuses or fails to comply with this order. If Seller, does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by .extension), Seller will be liable to City for any excess costs incurred by City. 6. TIME EXTENSION. Time is of theessence City may extend the time for completion if, in City's sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the , event delay was. caused by City Seller's sole remedy is limited to recovering money actually and necessarily expended by .Seller because of the delay; there is no right to recover anticipated profit. 7. REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. 8. TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City's , written acceptance , following an actual inspection and City's opportunity to reject. 9. PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage,. shipping, packaging or boxing expenses unless specified in this order. 10. INDEMNIFICATION. Seller agrees toindemnify and hold harmless from and against. any. claim action, damages, . costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the Purchase or the order, or their performance. Should City be named in .any suit, or should any claim be brought against it by suit, or otherwise, whether the same be groundTess or not, arising out of the Purchase or order, or -their performance, Seller will defend City(at City's request uest and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums. paid out in settlement or otherwise, For purposes of . this section "City" includes City's officers, elected officials, and employees. This paragraph 9 will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualifythe liabilities and obligations otherwise assumed by Seller pursuant to this order, including,without limitation, to the provisions concerning indemnification. 11. WARRANTY. Seller agrees thatthe Purchase is covered. by the most favorable commercial warranties.the Seller gives to any customer for the same or substantially similar supplies or services, or such other more, favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 12. ASSIGNMENT. City may assign this order. Except as to any payment due under this order,Seller may not assign or subcontract the orderwithout City's written approval Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller's agent. 13.INSURANCE. Seller must provide the insurance indicated on the face sheet of this order. 14. PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 15. INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which it is performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled. to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means the Seller will follow the direction of the City as to end results of the work only. 16. WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller .under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A waiver .by City of any breach of any term, covenant or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term covenant, or condition contained in this order, whether of the same or different character. 17. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the Slateof California, and exclusive venue for any action involving this agreement will be in Mendocino County.