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HomeMy WebLinkAboutCity of Diamond Bar Printer RFPCity of Diamond Bar Printer Maintenance & Supplies 1 | P a g e CITY OF DIAMOND BAR REQUEST FOR PROPOSALS Printer Maintenance & Supplies Proposal Release Date:5/25/2023 Vendor Questions Due:06/01/2023 by 10:00AM PST Proposal Due Date:06/05/2023 by 10:00AM PST To: Alfredo Estevez Information Systems Administrator aestevez@diamondbarca.gov City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 City of Diamond Bar Printer Maintenance & Supplies 2 | P a g e TABLE OF CONTENTS PART I .............................................................................................................................................3 GENERAL INFORMATION AND PROJECT BACKGROUND .....................................3 1.INTRODUCTION .......................................................................................3 2.ORGANIZATION BACKGROUND ..........................................................3 3.CURRENT ENVIRONMENT.....................................................................3 4.POINTS OF CONTACT..............................................................................3 PART II ............................................................................................................................................4 SCOPE OF Services ............................................................................................................4 1.SCOPE OF SERVICES ...............................................................................4 PART III ..........................................................................................................................................5 RFP SUBMITTAL GUIDELINES AND SCHEDULE ......................................................5 1.ADMINISTRATIVE REQUIREMENTS ...................................................5 2.LEGAL REQUIREMENTS.........................................................................5 3.RIGHT TO REJECT ALL PROPOSALS ...................................................5 4.PUBLIC RECORDS ACT ...........................................................................6 5.QUESTIONS ...............................................................................................6 PART IV ..........................................................................................................................................7 SELECTION CRITERIA ....................................................................................................7 1.OVERVIEW ................................................................................................7 PART V ...........................................................................................................................................8 SUBMISSION PROCEDURES AND FORMAT ...............................................................8 PART VI ..........................................................................................................................................9 City of Diamond Bar Printer Maintenance & Supplies 3 | P a g e PART I GENERAL INFORMATION AND PROJECT BACKGROUND 1. INTRODUCTION The City of Diamond Bar (“The City”) invites proposals from qualified firms to provide Maintenance and supplies to all City Printers based upon the requirements and scope of work contained in the Request for Proposal. 2. ORGANIZATION BACKGROUND The City of Diamond Bar is a general law city incorporated on April 18, 1989. It is governed by the city council/city manager form of government. A five-member city council is elected by the residents, and a mayor is elected annually by the council to serve a one-year term. The city manager is appointed by the council to oversee the daily activities of the city. 3. CURRENT ENVIRONMENT The City of Diamond Bar ("City") currently has forty-four (42) printers at City Hall and an additional three (4) printers at the Diamond Bar Center, three (3) printers at Heritage Park, and one (1) printer at Sycamore Canyon Park for a grand total of fifty (50) printers. 4. POINTS OF CONTACT Vendors shall submit all questions regarding the RFP through the PlanetBids Posting at: https://pbsystem.planetbids.com/portal/39500/bo/bo-detail/106265 For any questions not related to the RFP: Alfredo Estevez, Information Systems Administrator: aestevez@diamondbarca.gov City of Diamond Bar Printer Maintenance & Supplies 4 | P a g e PART II SCOPE OF Services 1. SCOPE OF SERVICES The City intends to contract with a vendor for printer maintenance and supplies. The new maintenance and supplies contract will need to be implemented by July 1, 2023 at the beginning of the next fiscal year (FY 2023/24). This will be a 3 year contract that provides the City with the right to renew for up to two additional one-year terms for a total of five years. Price proposals should reflect a set annual cost for the first three years and should reflect the proposed pricing for the fourth and fifth years. The following are the requirements of the printer maintenance contract:  Quarterly Cleanings for all printers including inspection and service of each device.  Four (4) business hour response to all service calls.  Diagnosis and all-inclusive repair of covered equipment including parts and labor.  Service to include 100% Coverage for Maintenance Kits.  Delivery and installation of supplies. Separate from the Maintenance contract pricing bidders are to provide individual ink & toner pricing. The following are the requirements of the ink & toner pricing:  Supplies for all color printers must be Original Equipment Manufacturer (OEM).  Supplies for black & white printers can be High Yield re-manufactured toners or OEM. The City has prepared a list of Printer Models to be serviced (Attachment A) and a list of ink and toners to be supplied (Attachment B) City of Diamond Bar Printer Maintenance & Supplies 5 | P a g e PART III RFP SUBMITTAL GUIDELINES AND SCHEDULE 1. ADMINISTRATIVE REQUIREMENTS Interested Vendors must submit responses through the Planet Bids bid management system. In order to be considered all completed bids must be uploaded to Planet Bids by the due date. The proposal shall be submitted on or before 10:00 am PST on Monday, June 5, 2023. 2. LEGAL REQUIREMENTS The selected Vendor must comply with all Federal, State and Local laws and regulations including obtaining a City Business License. 3. RIGHT TO REJECT ALL PROPOSALS The City reserves the right to reject any proposal received, to waive any informality or irregularity in any proposal received, and to be the sole judge of the merits of the respective proposals received. The City reserves the right to reduce or revise elements of the service agreement prior to the award of any agreement. Furthermore, the City reserves the right to reject any or all proposals submitted; and no representation is made hereby that any agreement will be awarded pursuant to this RFP, or otherwise. If an inadequate number of proposals are received or the proposals received are deemed non-responsive, not qualified or not cost effective, the City may, at its sole discretion, reissue the RFP. All costs incurred in the preparation of the proposal, in the submission of additional information and/or any other aspect of a proposal prior to the award of a written agreement will be borne by the Vendor. The City shall only provide the staff assistance and documentation specifically referred to herein and shall not be responsible for any other cost of obligation of any kind which may be incurred by the proposing Vendor. All proposals submitted to the City in response to this RFP shall become property of the City. The City reserves the right to extend the submission deadline should this be in the interest of the City and notify Vendors accordingly. Vendors have the right to City of Diamond Bar Printer Maintenance & Supplies 6 | P a g e revise their proposals in the event that the deadline is extended. The City reserves the right to verify all information in the proposal. The City reserves the right to require a demonstration of the functionality the Vendor is proposing. If the selection of the Vendor is based in part on the qualifications of specific key individuals named in the proposal, the City must approve in advance any changes in the key individuals or the percentage of time they spend on the project. The City reserves the right to have the Vendor replace any project personnel for any reason the City deems necessary. 4. PUBLIC RECORDS ACT Responses to this Request for Proposals become the exclusive property of the City, and are subject to the California Public Records Act. Those elements in each proposal which are trade secrets, as defined in Civil Code section 3426.1(d), or otherwise exempt by law from disclosure, and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY," may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law, or by an order of the Court. Proposers which indiscriminately identify all, or most, of their proposal as exempt from disclosure without justification may be deemed non-responsive. In the event the City is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret", the proposer agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney’s fees, in any action, or liability, arising under the Public Records Act. 5. QUESTIONS All questions concerning this RFP should be posted on the PlanetBids Posting: https://pbsystem.planetbids.com/portal/39500/bo/bo-detail/106265 Written questions must be submitted on or before June 1, 2023 by 10:00AM PST. The City appreciates your interest, time, and effort in responding to our request for proposals. City of Diamond Bar Printer Maintenance & Supplies 7 | P a g e PART IV SELECTION CRITERIA 1. OVERVIEW The selection of the Printer Maintenance and Supply solution will be performed on a competitive basis and in accordance with the City’s Purchasing Ordinance: https://library.municode.com/ca/diamond_bar/codes/code_of_ordinances?nodeId= CICO_TIT3REFI_CH3.24PUOR 1. Responsiveness and comprehensiveness of the response to this (RFP). 2. Experience of the firm. Proposer must have three (3) years’ experience, within the last five (5) years, providing printer maintenance and related services and supplies equivalent or similar to the services being requested by this RFP. 3. Related experience and qualifications of technicians. 4. Information obtained from references. 5. Reasonableness of the proposed fee. 6. Ability to meet City contract requirements a form of which is located in Section VI. The criteria should not be construed so as to limit other considerations which may become apparent during the review and selection process. City of Diamond Bar Printer Maintenance & Supplies 8 | P a g e PART V SUBMISSION PROCEDURES AND FORMAT Proposals shall be prepared simply and economically, providing a straightforward, concise description of the Vendor’s capabilities to satisfy the requirements of this RFP. Please use the following format to structure the RFP response. The response should include each section detailed below in the order presented. Failure to address all items will impact the evaluation and may classify the response as non-responsive and preclude it from further consideration. Title 1 Cover Letter: including firm name, address and telephone number, background information and the name of the contact person. 2 Name(s) of the team member(s) that will be providing the services. 3 Scope of Services 4 Proposed fees for services. 5 List of applicable toners with corresponding prices. 6 A list of at least 5 references for similar work; including contact person, his or her phone number and email address. City of Diamond Bar Printer Maintenance & Supplies 9 | P a g e PART VI CITY’S STANDARD MAINTENANCE SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is made as of , 20XX by and between the City of Diamond Bar, a municipal corporation ("City") and ___________, a [Insert the type of entity of the Consultant, e.g., Inc., a California corporation; a California general partnership; a California limited liability company; a sole proprietor; etc.] ("Contractor"). 1. Contractor's Services. Subject to the terms and conditions set forth in this Agreement Contractor shall provide to the reasonable satisfaction of the City the services set forth in the attached Exhibit "A", which is incorporated herein by this reference. As a material inducement to the City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated the work and fully understands the difficulties and restrictions in performing the work. Contractor represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. [Insert Name and Position] ____________(herein referred to as the “City’s Project Manager”), shall be the person to whom the Contractor will report for the performance of services hereunder. It is understood that Contractor shall coordinate its services hereunder with the City’s Project Manager to the extent required by the City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of the City’s Project Manager and the City Manager 2. Term of Agreement. This Agreement shall take effect ___________, 20XX, and shall continue until unless earlier terminated pursuant to the provisions herein. This Agreement may be extended as provided herein. 3. Compensation. City agrees to compensate Contractor for each service which Contractor performs to the satisfaction of City in compliance with the scope of services set forth in Exhibit "A". Payment will be made only after submission of proper City of Diamond Bar Printer Maintenance & Supplies 10 | P a g e invoices in the form specified by City. Total payment to Contractor pursuant to this Agreement shall not exceed [Spell out dollar amount] ($ ) without the prior written consent of the City. The above not to exceed amount shall include all costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel and all related expenses. 4. Payment. A. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. B. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. C. City will pay Contractor the amount invoiced the City will pay Contractor the amount properly invoiced within 35 days of receipt. D. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 5. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by the City Manager or his designee as an amendment to this Agreement. The amendment shall set forth the changes of work, extension of time, if any, and adjustment of the fee to be paid by City to Contractor. 6. Priority of Documents. In the event of any inconsistency between the provisions of this Agreement and any attached exhibits, the provisions of this Agreement shall control. 7. Status as Independent Contractor. A. Contractor is, and shall at all times remain as to City, a wholly City of Diamond Bar Printer Maintenance & Supplies 11 | P a g e independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent, except as specifically provided herein. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner employees of City. B. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Contractor and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Contractor, then Contractor agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Contractor shall fully comply with Workers' Compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable Worker's Compensation laws. D. Contractor shall, at Contractor’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Diamond Bar, South Coast Air Quality Management District, and California Air Resources Board. E. In addition to any other remedies it may have, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification required by this Agreement or for any amount or penalty levied against the City for Contractor’s failure to comply with this Section. 8. Standard of Performance. Contractor shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar City of Diamond Bar Printer Maintenance & Supplies 12 | P a g e conditions and represents that it and any subcontractors it may engage, possess any and all licenses which are required to perform the work contemplated by this Agreement and shall maintain all appropriate licenses during the performance of the work. 9.Indemnification. Contractor shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with: (1)Any and all claims under Worker’s Compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s employees arising out of Contractor’s work under this Agreement; and (2) Any and all claims arising out of Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Contractor’s legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the Indemnitees. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Except for the Indemnitees, this Agreement shall not be construed to extend to any third party indemnification rights of any kind. 10. Insurance. A. Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City the following insurance: City of Diamond Bar Printer Maintenance & Supplies 13 | P a g e (1) a policy or policies of broad-form comprehensive general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Contractor, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $500,000.00 per occurrence; (3) automotive liability insurance written on an occurrence basis covering all owned, non-owned and hired automobiles, with minimum combined single limits coverage of $1,000,000.00; and (4) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater. B. The City, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only. C. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City at least ten (10) day's prior written notice thereof. Contractor agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the City. D. All policies of insurance shall cover the obligations of Contractor pursuant to the terms of this Agreement and shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed have a current A.M. Best's rating of no less than A-, VII. E. Contractor shall submit to City (1) insurance certificates indicating City of Diamond Bar Printer Maintenance & Supplies 14 | P a g e compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional insured requirements in this Agreement, in a form acceptable to the City. F. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Contractor’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by City due to the breach. G. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees. H. Failure to Maintain Insurance. If Contractor fails to keep the insurance required under this Agreement in full force and effect, City may take out the necessary insurance and any premiums paid, plus 10% administrative overhead, shall be paid by Contractor, which amounts may be deducted from any payments due Contractor. I.Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All insurance for subcontractors shall be subject to all of the requirements stated herein. 11. Confidentiality. Contractor in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed City of Diamond Bar Printer Maintenance & Supplies 15 | P a g e confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Contractor prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Contractor's prior written consent, use the same for other unrelated projects. 12.Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. The City and any of their authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from the City, and copies thereof shall be furnished if requested. 13. Conflict of Interest. A. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Contractor covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result of the performance of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City of Diamond Bar Printer Maintenance & Supplies 16 | P a g e 14. Termination. The City may terminate this Agreement with or without cause upon thirty (30) days' written notice to Contractor. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the thirtieth (30th) day following delivery of the notice. In the event of such termination, City agrees to pay Contractor for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Contractor shall discontinue performing services, unless the notice provides otherwise, except those services reasonably necessary to effectuate the termination. The City shall be not liable for any claim of lost profits. 15. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Contractor or under it supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor's services under this Agreement, but City reserves the right, for good cause, to require Contractor to exclude any employee from performing services on City's premises. 16. Extension Options.[Revise per Proposal] A. The City shall have the option to extend this Agreement for no more than one year, subject to the same terms and conditions contained herein, by giving Contractor written notice of the exercise of this option at least thirty (30) days prior to the expiration of the initial term of this Agreement. B. In the event the City exercises its option to extend the term of this Agreement for more than one additional year, the Contractor's unit prices shall be subject to adjustment at the end of one-year extension and annually thereafter ("the adjustment date") as follows: Any increase in compensation will be negotiated between the City and the Contractor, but in no event shall the increase exceed the amount that the Consumer Price Index ("CPI") for the Los Angeles-Anaheim-Riverside metropolitan area for the month immediately preceding the Adjustment Date (the City of Diamond Bar Printer Maintenance & Supplies 17 | P a g e "Index Month") as reported by the Bureau of Labor Statistics of the United States Department of Labor, has increased over the CPI for the month one year prior to the Index Month. Any increase in compensation, negotiated or based upon CPI, shall be subject to approval of the City Council if this Agreement was originally approved by the City Council. 17. Prevailing Wage. Notice is hereby given that in accordance with the provisions of California Labor Code, Division 2, Part 7, Chapter 1, Articles 1 and 2, the Contractor is required to pay not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public works is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work. In that regard, the Director of the Department of Industrial Relations of the State of California is required to and has determined such general prevailing rates of per diem wages. Copies of such prevailing rates of per diem wages are on file in the Office of the City Clerk of the City of Diamond Bar, 21825 Copley Drive, Diamond Bar, California, and are available to any interested party on request. City also shall cause a copy of such determinations to be posted at the job site. The Contractor shall forfeit, as penalty to City, not more than twenty-five dollars ($25.00) for each laborer, workman or mechanic employed for each calendar day or portion thereof, if such laborer, workman or mechanic is paid less than the general prevailing rate of wages hereinbefore stipulated for any work done under this Agreement, by him or by any subcontractor under him. The CONTRACTOR and any of its subcontractors must be registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5, which precludes the award of a contract for a public work on any public works project awarded after April 1, 2015. This Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 18. Non-Discrimination and Equal Employment Opportunity. A. Contractor shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to City of Diamond Bar Printer Maintenance & Supplies 18 | P a g e this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 19. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 20 Delays and Extensions of Time. Contractor's sole remedy for delays outside its control shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by the City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost within 10 days of the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount absent a written amendment to this Agreement. In no event shall the Contractor be entitled to any claim for lost profits due to any delay, whether caused by the City or due to some other cause. 21. Assignment. Contractor shall not assign or transfer any interest in this Agreement nor the performance of any of Contractor's obligations hereunder, without the prior written consent of City, and any attempt by Contractor to so assign this Agreement City of Diamond Bar Printer Maintenance & Supplies 19 | P a g e or any rights, duties, or obligations arising hereunder shall be void and of no effect. 22. Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. 23. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 24. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Contractors. 25. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, which cannot be resolved by the parties, may be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that mutual good faith efforts to resolve the same any dispute or controversy as provided herein, shall be a condition precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. 26. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties City of Diamond Bar Printer Maintenance & Supplies 20 | P a g e may, from time to time, designate in writing pursuant to the provisions of this section. “CONTRACTOR” “CITY” City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765-4178 Attn.: Attn.: _______________ Phone: Phone: E-Mail: E-mail: 27. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 29. Entire Agreement. This Agreement, and any other documents incorporated herein by reference, represent the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by a person duly authorized to do so under the City's Purchasing Ordinance. IN WITNESS of this Agreement, the parties have executed this Agreement as of the date first written above. "Contractor" "City" [Insert Full Name of Contractor] CITY OF DIAMOND BAR By: ______ By: ____ City of Diamond Bar Printer Maintenance & Supplies 21 | P a g e Printed Name: [Insert Person authorized to sign, i.e., Title: City Manager or Mayor] By: ATTEST: Printed Name: Title: City Clerk Approved as to form: By:____ City Attorney State of California "CONTRACTOR'S" License No. ______ . [If applicable] CONTRACTOR'S Business Phone ____________________. Emergency Phone ________________________ at which CONTRACTOR can be reached at any time. City of Diamond Bar Printer Maintenance & Supplies 22 | P a g e *NOTE: If Contractor is a corporation, the City requires the following signature(s): -- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.