Exhibit 2 452
I. ABOUT SOURCEWELL AND MEMBERS
A. SOURCEWELL
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ members across the United States and Canada. Sourcewell's solicitation process complies with Minnesota law and policies, and results in cooperative contracting solutions from which Sourcewell's members procure equipment, products, and services.
Cooperative contracting provides members and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors potential pool of end users.
Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.
B. MEMBERS AND USE OF RESULTING CONTRACTS
Membership in Sourcewell is open to government and non-profit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. Access to contracted equipment, products, or services by Members is typically through a purchase order issued directly to the applicable vendor. A Member may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Members retain the right to obtain similar equipment, products, or services from other sources.
To meet Members' needs, public notice of this RFP has been broadly published, including notification to each state -level procurement departments for possible re -posting. As required by certain states, an Appendix of Members is included in this RFP and can be found in the Sourcewell Procurement Portal. Affidavits of Publication will be available at the conclusion of the solicitation process.
For Canadian entities: This RFP is intended to include municipalities and publicly -funded academic institutions, school boards, health authorities, and social services (MASH sectors); including members of the Rural Municipalities of Alberta (RMA), and their represented Associations: Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), and Association of Manitoba Municipalities (AMM).
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 453
II. EQUIPMENT, PRODUCTS, AND SERVICES
A. SOLUTIONS -BASED SOLICITATION
This RFP and contract award process is a solutions -based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.
B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that Proposers offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.
1. Sourcewell is seeking proposals for Technology Catalog Solutions, to include a complete electronic catalog system permitting Sourcewell and Sourcewell Members to make web - based purchases, and receive delivery of:
a. Computer hardware, including desktops, laptops, tablets, and related devices; b. Networking, server, and data storage equipment, including servers, server appliances, racks and cabinets, data storage or data protection devices, and switching technology;
c. Peripherals, accessories, components, and options, including printers, scanners, monitors, AV equipment, unified communication hardware, mobility hardware, cabling, modems, routers, switches, power management, and supplies; d. Software related to the purchase of the equipment described in subparts a — c above; and,
e. Tech support or assessment services related to the purchase of the equipment or software described in subparts a — d above.
The catalog must be designed to populate with the Sourcewell and Sourcewell Member pricing offered by Proposer. To the extent that Proposer has retail store locations, the system must be capable of providing Sourcewell and Sourcewell Member pricing for purchases at Proposer's retail store locations.
The primary focus of this solicitation is on the offering of a technology catalog, but alternate forms of transaction (e.g., PO and invoice transactions) are a permissible ancillary service method.
2. This solicitation should NOT be construed to include "services only", or "consulting only" solutions. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 454
a. RFP#020817 Managed Service Provider (MSP) for Information Technology and I.T. Staff Augmentation
Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or services being proposed.
Generally, the solutions for Sourcewell Members are turn -key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Sourcewell Members possess the ability, either in-house or through local third -party contractors, to properly install and bring to operation those equipment/products being proposed.
Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Members and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Sourcewell Members under a resulting contract.
Sourcewell desires the broadest possible selection of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and potential Members.
C. REQUIREMENTS
It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Members.
1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.
2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.
3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.
4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Member as operational.
5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 455
D. ANTICIPATED CONTRACT TERM
Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. An extension may be offered based on the best interests of Sourcewell and its members.
E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $600 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.
F. MARKETING PLAN
Proposer's sales force will be the primary source of communication with Members. The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Members, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award.
G. ADDITIONAL CONSIDERATIONS
1. Contracts will be awarded to Proposers able to best meet the need of Members.
Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.
2. Proposers should include all relevant information in its proposal. Sourcewell cannot consider information that is not provided in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products.
3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Members. Awards may be based on a subcategory.
4. A Proposer's documented negative past performance with Sourcewell or its Members occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.
III. PRICING
A. REQUIREMENTS
All proposed pricing must be:
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 456
1. Either Line -Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line -item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.
2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Member). However, it is permissible for vendors to sell at a price that is lower than the contracted price;
3. Stated in U.S., and Canadian dollars for Proposers intending to sell in Canada (as applicable); and
4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Member's location).
Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal.
B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Members for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.
IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell. Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered.
Numerous and/or onerous exceptions that contradict Minnesota law may result in a proposal being disqualified from further review and evaluation.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 457
To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit an Exceptions to Terms, Conditions, or Specifications Form, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's response.
V. RFP PROCESS
A. PRE -PROPOSAL CONFERENCE
Sourcewell will hold an optional, non -mandatory pre -proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that requested a copy of this RFP through the Sourcewell Procurement Portal.
Pre -proposal conference attendance is optional.
B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.
The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.
All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.
C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.
Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the time for solicitation closing.
If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 458
INCOMPLETE. The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) Ensure the re -submitted proposal is RECEIVED through the Sourcewell Procurement Portal no later than the closing time and date shown in the Solicitation Schedule.
D. PROPOSAL SUBMISSION
Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Only complete proposals that are timely submitted through the Sourcewell Procurement Portal will be considered. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time.
All proposals must be received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time noted in the Solicitation Schedule above. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise.
The closing time and date is determined by the Sourcewell Procurement Portal web clock.
In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues.
Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at support bidsandtenders,ca.
To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.
All proposals must be acknowledged digitally by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law.
E. GENERAL PROPOSAL REQUIREMENTS
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 459
Proposals must be:
• In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
• Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English.
• Valid and irrevocable for ninety (90) days following the Proposal Due Date.
Any and all costs incurred in responding to this RFP will be borne by the Proposer.
F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a Proposer may withdraw its proposal.
G. OPENING
The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.
To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "AII" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time.
VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Members.
The award(s) will be limited to the number of offerors that Sourcewell determines is necessary to meet the needs of Sourcewell members. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
• The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Members' use.
o A Proposer's sales and service network to assure availability of product supply and coverage to meet Members' anticipated needs.
• Total evaluation scores.
• The attributes of Proposers, and their equipment, products, or services, to assist Members achieve environmental and social requirements, preferences, and goals.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 460
Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product.
B. AWARD(S)
Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.
Sourcewell may request written clarification of a proposal at any time during the evaluation process.
Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal):
Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.
Box 219, Staples, MN 56479. The protest must be received no later than ten (10) calendar days' following Sourcewell's notice of contract award(s) or non -award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time.
A protest must include the following items:
• The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the issues to be resolved;
• Identification of the legal or factual basis;
• Any additional supporting documentation; and
• Protest bond in the amount of $20,000.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 461
Protests that do not address these elements will not be reviewed.
D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected.
Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Discuss any aspect of the proposal with any Proposer and negotiate with more than one Proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Members; and
• Award a contract to one or more Proposers if it is in the best interest of Members.
E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell determines that negotiations are complete upon execution of the resulting contract. If the Proposer submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minnesota Statutes Section 13.37, the Proposer must:
• Clearly mark all trade secret materials in its proposal at the time the proposal is submitted;
• Include a statement with its proposal justifying the trade secret designation for each item; and
• Defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless Sourcewell, its agents and employees, from any judgments or damages awarded against Sourcewell in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives Sourcewell's award of a contract. In submitting a proposal to this RFP, the Proposer agrees that this indemnification survives as long as the trade secret materials are in possession of Sourcewell.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 462
Sourcewell will not consider the prices submitted by the Proposer to be proprietary or trade secret materials. Financial information provided by a Proposer is not considered trade secret under the statutory definition.
Sourcewell RFP #081419
Technology Catalog Solutions
Exhibit 2 463
6/28/2019
Addendum No. 1
Solicitation Number: RFP#081419
Solicitation Name: Technology Catalog Solutions
Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
The RFP states that the estimated annual value of all transactions from contracts resulting from this solicitation is USD $600 Million, and that proposers are expected to propose volume pricing. Are you sure that it will be $600M contract value? Answer 1:
The RFP anticipated volume is an estimate based on past volumes of similar contracts. It is an estimate only, and no sales or sales volume are guaranteed.
Question 2:
The RFP requests the proposer to provide a list of products and solutions in the proposer's catalog. Is there a standard template for sharing the catalog contents? Answer 2:
The format of the proposal is left to the discretion of the proposer. Each proposer will select its preferred format for communicating its proposed solution for the requested equipment, products, and services, as described in the RFP.
End of Addendum
Exhibit 2 464
Acknowledgement of Addendum One (1) to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on June 28, 2019, is required at the time of proposal submittal.
Exhibit 2 465
7/15/2019
Addendum No. 2
Solicitation Number: RFP#081419
Solicitation Name: Technology Catalog Solutions
Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
RFP Question #57 asks us to "Propose a method of facilitating 'sourced' products or related services which may be referred to as 'open market items." It was our understanding that the RFP is for a full catalog solution, please clarify this question? Answer 1:
RFP Question #57allows each proposer to propose the method of facilitating sourced goods that apply to the solutions that the proposer offers, if any. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable.
Question 2:
For RFP Question #67, is your expectation that re -sellers provide this information as this is typically something a manufacturer would address?
Answer 2:
RFP Question #67 allows each proposer to describe the proposer's capability to identify third -party issued eco-labels, ratings or certifications for the equipment or products Exhibit 2 466
within proposer's catalog, if any. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable.
Question 3:
For RFP Question #68, please clarify. Is Sourcewell asking how we would manage this coop in addition to others on which we are currently named? Answer 3:
RFP Question #68 allows each proposer to describe the proposer's strategy related to the implementation and management of multiple cooperative purchasing contract awards, which may include Sourcewell in the event of an award. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable.
End of Addendum
Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/15/2019, is required at the time of proposal submittal.
Exhibit 2 467
7/16/2019
Addendum No. 3
Solicitation Number: RFP#081419
Solicitation Name: Technology Catalog Solutions
Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
It is our assumption that this RFP is seeking a catalog solution to enable Sourcewell to facilitate electronic shopping for its members, however it is not clear if Sourcewell is seeking a list of discounted solutions from which its members may purchase. Can Sourcewell clarify which options it is looking for with responses? Answer 1:
Sourcewell is seeking proposals for the technology needs of Sourcewell and Sourcewell Members, as identified in RFP Section II. B. 1., subsections a. — d., within a proposer's electronic catalog solution. Please refer to RFP Section II. B. for a complete statement of Sourcewell's Requested Equipment, Products, or Services.
End of Addendum
Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/16/2019, is required at the time of proposal submittal.
Exhibit 2 468
7/19/2019
Addendum No. 4
Solicitation Number: RFP#081419
Solicitation Name: Technology Catalog Solutions
Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Is "cost plus" pricing acceptable?
Answer 1:
Refer to RFP Section III. A. - Requirements, for directions applicable to the pricing alternatives. "Cost plus" is not an acceptable method of pricing a proposer's equipment, products, and services. However, "cost plus" is an alternative that a proposer may elect to use, in proposer's discretion, in the identification of costs that are not included in pricing for items such as installation, set up, training, inspection, delivery, etc. Proposals are evaluated based on the criteria stated in the RFP.
This Answer 1 supersedes the answer provided orally during the Pre -Proposal Conference held July 18, 2019.
End of Addendum
Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/19/2019, is required at the time of proposal submittal.
Exhibit 2 469
DocuSign Envelope ID: El729FD1-6C09-4DB2-8877-9007BD6138CA Proposal Evaluation
TECHNOLOGY CATALOG SOLUTIONS
RFP#081419
Possible Points
7917805 Canada, Inc/Ederick
Associates, Inc.
B & H Foto & Electronics Corp.
CDW Government, LLC
GovConnection, Inc.
Itsavvy, LLC
1SK Company Inc, DBA IK
Network Solutions
Microsoft Corporation
Newegg Business, Inc.
Conformance to Terms/
Conditions to Include
Documentation
50 27
37 45
45 39
31 29
40 Pricing
400
255
290
361
343
315
308
321
321
Financial, Industry and
Marketplace Successes
75 49
56 71
67 56
49 62
60 Bidder's Ability to Sell/
Service Contract Nationally
100
57 73
92 82
77 50
78 77
Bidder's Marketing Plan
50 20
35 46
46 40
27 37
42 Value Added Attributes
75 47
55 71
65 57
42 57
53 Warranty Coverages and
Information
50 39
38 44
42 43
41 44
42 Selection and Variety of
Products and Services Offered
200
111
161
176
175
166
130
134
166
Total Points
1,000
605
745
906
865
793
678
762
801
Rank Order
Possible Points
PC University Disributor's, Inc.
PCMG, INC.
Presidio Networked Solutions
Group, LLC
SHI International
SMART IT PROS, INC.
SYNNEX Corporation
Vivacity Tech PBC
Conformance to Terms/
Conditions to Include
Documentation
50 25
42 39
45 28
37 34
Pricing
400
263
305
281
329
260
313
309
Financial, Industry and
Marketplace Successes
75 47
66 62
68 41
63 51
Bidder's Ability to Sell/
Service Contract Nationally
100
57 84
83 91
59 80
64 Bidder's Marketing Plan
50 30
43 40
46 28
41 34
Value Added Attributes
75 21
64 63
71 47
64 53
Warranty Coverages and
Information
50 36
40 40
43 35
38 42
Selection and Variety of
Products and Services Offered
200
138
167
146
171
112
168
103
Total Points
1,000
617
811
754
864
610
804
690
Rank Order
13 ta
9 .#
:. 14
'L1.
• oo.Signed by:
74344.8.344E7
Chris Robinson, JD, CPSM, Sourcewell
oocesig ed by
7BCA93.6377421..
Brandon Town, CPSM, CPSD, Sourcewell
sE �� oEOSFas(4'C�BR
Carol Jackson, Sourcewell
CocuSigned by:
F Ss B
Craig West, Sourcewell
Exhibit 2
470
cdwg.com/sou rcewel I
Category
A
Accessories (A)
Brands
AR Brands Excluding Apple
CDW-G Contract 081419
COW Discounts
effective 12/1/2019
7.50%
B
Power, Cooling & Racks (B)
AR Brands Excluding Apple
3.50%
C
Desktop Computers (C)
AR Brands Excluding Apple
3.75%
D
Data Storage/Drives (D)
AR Brands Excluding Apple
4.50%
E
Enterprise Storage (E)
AR Brands Excluding Apple
7.75%
F
Point of Sale/Data Capture (F)
AR Brands Excluding Apple
5.00%
H
Servers & Server Management (H)
AR Brands Excluding Apple
5.25%
L
Notebook/Mobile Devices (L)
AR Brands Excluding Apple
4.25%
N
NetComm Products (N)
AR Brands Excluding Apple
9.00%
O
Carts and Furniture (O)
AR Brands Excluding Apple
5.25%
P
Printing & Document Scanning (P)
AR Brands Excluding Apple
3.25%
+D
Services (Partner Delivered) (O)
AR Brands Excluding Apple
7.25%
S
Software (S)
AR Brands Excluding Apple
5.25%
T
Collaboration Hardware (T)
AR Brands Excluding Apple
10.00%
Video & Audio (V)
AR Brands Excluding Apple
7.00%
W
Cables (W)
AR Brands Excluding Apple
13.00%
O/WA
Warranties -Product Protection (WA)
All Brands Excluding Apple
7.50%
T./PB
Video Hardware (PB)
All Brands Excluding Apple
3.00%
V/IW
Interactive Whiteboards OW)
All Brands Excluding Apple
0.00%
V/VT
Interactive Flat Panel Display (VT)
All Brands Excluding Apple
9.00%
L/NB/CBK
Chromebooks (CBK)
All Brands Excluding Apple
3.00%
S/NU/GCH
Google Chrome Management SaaS (GCH)
All Brands Excluding Apple
0.00%
All
All Categories
Apple
0.50%
Amazon Web Services (AWS)
Amazon
0.00%
All Other
All Other Categories
AR Brands
0.00%
Exhibit 2 471
2020-2021 CDW-G Professional Services Hourly Rates
Sourcewell Contract 081419-CDW
This Rate Sheet is intended to provide a baseline for pricing CDW Professional Services.
Role/Description
Hourly Rate (Maximum)
Associate Consulting Engineer
$175
Consulting Engineer
$215
Senior Consulting Engineer
Technical Lead/Principal Consulting Engineer
Enterprise Consulting Architect
$225
$255
$255
Business Consulting Analyst
$245
Project Administrator
Project Manager
$165
$210
Senior Project Manager
Enterprise Project Manager,
PMO Lead
Program Manager
Technical Architect
$215
$230
$230
$350
Effective August 7, 2020
Exhibit 2 472
DocuSign Envelope ID: 31E32533-2B91-4984-B939-8074D685ACFB
CONTRACT EXTENSION
Title: Chief Procurement Officer
Contract Number: #081419-GVC
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and GovConnection, Inc. dba Connection Public Sector Solutions (Vendor), 732 Milford Road, Merrimack, NH 03054 have entered into Contract #081419-GVC for the procurement of Technology Catalog Solutions. The Contract has an expiration date of October 30, 2023, but the parties may extend the Contract by mutual consent.
Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, Sourcewell and Sourcewell's Members. Vendor and Sourcewell agree to extend the Contract listed above for an additional period, with a new Contract expiration date of October 30, 2024.
All other terms and conditions of the Contract remain in full force and effect.
Sourcewell GovConnection, Inc. dba
Connection Public Sector Solutions
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By:
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Jeremy Schwartz Robert Bush
Title: Sr Di r Sales
11/15/2022 I 3:26 PM CST
Date: Date:
Rev. 7/2022
11/21/2022 I 9:28 AM EST
Exhibit 2 473
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
Solicitation Number: RFP#081419
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and GovConnection Inc. dba Connection Public Sector Solutions, 732 Milford Road, Merrick, NH 03054 (Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires October 30, 2023, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member's site.
Rev. 4/2019
Exhibit 2 474
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold.
C. WARRANTY. Warranties are those provided by the Manufacturer only. Extended warranties if any shall be separately quoted.
VENDOR AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER
EXPRESS OR IMPLIED RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD
PARTIES OR AFFILIATES OF VENDOR INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY IF ANY.
D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal.
Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase.
When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member's requested delivery location.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.
2 Rev. 4/2019
Exhibit 2 475
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member.
B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax -exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number
• Clearly specify the requested change
• Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
3 Rev. 4/2019
Exhibit 2 476
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.
5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell.
Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws.
6. MEMBER ORDERING AND PURCHASE ORDERS
A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member.
B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry -specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor's Proposal.
4 Rev. 4/2019
Exhibit 2 477
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order.
D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e -commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;
2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member.
F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable.
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this 5 Rev. 4/2019
Exhibit 2 478
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address;
• Customer City;
• Customer State;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Member Number;
• Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter.
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer. 6 Rev. 4/2019
Exhibit 2 479
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.
10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.
B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.
C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.
D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.
E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, master - servant, principal -agent, or any other relationship.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from third party claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property that are attributable to the Vendor provided that the Vendor is notified in writing within 30 days of the date that Sourcewell has knowledge of such claim.
12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract.
7 Rev. 4/2019
Exhibit 2 480
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.
14. INTELLECTUAL PROPERTY
Vendor offers thousands of brand -name commercially available products and services (Products). Vendor has no control over the technology of the Products vendor sells and therefore cannot and do not indemnify Sourcewell for claims by third parties that Products infringe any patent, copyright, trademark, or trade secret. Vendor will pass through any such indemnity received from the Product manufacturers or supplier. Vendor warrants that the Products they sell have good title and that they have the proper authority to license the software they distribute.
15. PUBLICITY, MARKETING, AND ENDORSEMENT
A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.
C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.
16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.
8 Rev. 4/2019
Exhibit 2 481
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.
19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may:
9 Rev. 4/2019
Exhibit 2 482
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.
20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer).
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.
10 Rev. 4/2019
Exhibit 2 483
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability.
During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 — annual aggregate
6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without thirty (30) days' prior written notice to the Vendor.
Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or 11 Rev. 4/2019
Exhibit 2 484
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
"work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).
F. SELF -INSURED RETENTIONS. Any self -insured retention in excess of $10,000 is subject to Sourcewell's approval.
21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members.
22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member.
Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 12 Rev. 4/2019
Exhibit 2 485
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor's Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions. 13 Rev. 4/2019
Exhibit 2 486
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701.-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor 14 Rev. 4/2019
Exhibit 2 487
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1.352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a 15 Rev. 4/2019
Exhibit 2 488
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 081419-GVC
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal.
Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination.
Sourcewell
DocuSigned by:
By: C0FD2A1139 S /5
64�
Jeremy Schwartz
Title: Director of Operations &
Procurement CPO
10/28/2019 I 11:27 AM CDT
Date:
Approved:
,—DocuSigned by:
By:
CbmAtut
7E42B8F817A64CC...
Chad Coauette
Title: Executive Director/CEO
Date: 10/28/2019 1 10:39 AM CDT
Rev. 4/2019
GovConnection Inc. dba Connection
Public Sector Solutions
DocuSigned by:
Plow' Rowar),
By: '- DE4B53C936304B9_.
Robert Howard
Title: President
Date: 10/28/2019 I 9:52 AM PDT
16 Exhibit 2
489
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 FP#081419 - Technology Catalog olutions
Vendor Details
Company Name: GovConnection Inc.
Does your company conduct business
under any other name? If yes, please GovConnection, Inc. dba Connection Public Sector Solutions state:
732 Milford Rd
Address:
Contact:
Email:
Phone:
HST#:
Submission Details
Created On:
Submitted On:
Submitted By:
Email:
Transaction #:
Submitter's IP Address:
Merrimack, NH 03054
Robert Bush
[email protected]
603-423-2000
52-1837891
Thursday June 27, 2019 14:54:27
Wednesday August 14, 2019 12:11:46
Robert Bush
[email protected]
4eefaa5f-4a87-41 d 1-865b-5543cc60226d
65.199.155.70
Exhibit 2 490
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Specifications
Proposer Identity & Authorized Representatives
Line
Item
Question
Response "
1 Proposer Legal Name (and applicable
d/b/a, if any):
GovConnection, Inc. d/b/a Connection Public Sector Solutions 2 Proposer Address:
732 Milford Road, Merrimack, NH 03054 "
3 Proposer website address:
www.connection.com/ps
4 Proposer's Authorized Representative
(name, title, address, email address &
phone) (The representative must have
authority to sign the "Proposer's
Assurance of Compliance" on behalf of
the Proposer):
Robert Howard, President
[email protected]
800-800-0019 ext. 2735
5 Proposer's primary contact for this
proposal (name, title, address, email
address & phone):
Robert Bush, Sr. Director SLED Sales
[email protected]
800-800-0019 ext. 33059
6 Proposer's other contacts for this
proposal, if any (name, title, address,
email address & phone):
Robert Marconi, Vice President SLED Sales
bob.marconi@connection,com
800-800-0019 ext. 33331
Lisa Trisciani, VP SLED Field Sales
[email protected]
603-533-0916
Company Information and Financial Strength
Line
Item
Question
Response'
Exhibit 2 491
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 7 Provide a brief history of your company, including
your company's core values, business philosophy,
and industry longevity related to the requested
equipment, products or services.
Connection® is a Fortune 1000 Global Solutions Provider that connects people with technology to enhance growth, elevate productivity, and empower innovation. The Connection brand includes Connection® Business Solutions, Connection® Enterprise Solutions, and Connection® Public Sector Solutions. Through these three companies we provide customer - centric IT solutions and services to small- to medium-sized businesses, enterprise, and public sector markets, respectively.
Our Core Values:
• Respect — We are united by one common vision. We work together to create a winning culture based upon mutual trust and respect.
• Excellence — We focus on activities that drive results. We lead by example. We continuously look for ways to better serve our customers. We strive to achieve excellence in all aspects of our business.
• Teamwork — All success is mutual. We are accountable to our customers, employees, and shareholders. We work together to effectively collaborate and drive innovation. • Integrity — We are honest and direct in all of our dealings.
Our Mission Statement / Business Philosophy:
• Advanced Technology, Valuable Services, and Expert Guidance — Twice recognized by Forbes as one of "America's Most Trustworthy Companies," Connection has made it our mission to provide customers with expert guidance, state-of-the-art tools, and exceptional knowledge to solve their technology challenges. Throughout our community, we strive to inspire success and increase the value of IT investments.
Industry Longevity: Connection Public Sector Solutions is a National Solutions Provider and premier reseller of 300,000 IT products/services from over 1,600 manufacturers. For decades (since 1993) our team has been trusted to provide and transform technology into complete solutions that advance the value of IT. We are a recognized leader in the public sector marketplace. Our expertise has in part been built off of a contract portfolio that includes hundreds of educational and state and local government institutions nationwide. Our customers have come to recognize and rely upon our demonstrated excellence of service and close affinity for the IT needs of the public sector environment. This experience fuels a team of specialists dedicated to understanding this market and servicing them with technology products, solutions, professional services, and award -winning service. Connection Public Sector Solutions attained industry leadership by adhering tenaciously to a high standard of quality —in our people, products, partnerships, and technology. And despite our continued growth, we have never lost sight of the core of our success —customer satisfaction.
We have the required experience and longevity. Patricia Gallup and David Hall established PC Connection, Inc., our parent company, in 1982 with a mission to offer "a better way to buy information technology products." Seeing a significant business opportunity in the emerging personal computer industry, the two entrepreneurs launched their direct computer supply business with the philosophy that providing technical advice and focusing on customer service was as important as competitive prices.
Since that time, the Connection family has grown into an industry -leading, IT HVAR and is over a $2.7 billion company. In the public sector, we have been the main IT supplier for a number of prestigious higher education institutions (Massachusetts Institute of Technology, Harvard, Columbia, Yale, and Auburn University, among others) and various K-12 school districts (Brevard County School District, Douglas County School District). In addition, GovConnection, Inc. d/b/a Connection Public Sector Solutions is the main supplier to many Federal agencies and departments (Department of Defense, National Guard). The average tenure for most of these accounts is greater than 7 years, with some exceeding twenty years.
This longevity shows that we have the established, long-lasting relationships that continue to grow.
As a $2.7 billion company, we are able to negotiate with our vendor partners to get a highly competitive cost and pass this on to our customers. Yet despite being a large company, we have a structure that allows us make quick business decisions and changes that our customers require — without having to navigate through large bureaucracies and levels of management. Our executive team is very involved in our business, and they meet regularly with our customers
Today, we serve our customers through our staff of highly trained Account Managers, our team of on -staff experts, and our efficient procurement websites. We have technical experts ready to assist our customers with a complete range of services across 8 key technology areas: Converged Data Center, Cloud, Networking, Security, Software, Lifecycle, Mobility and Digital Signage. We are also proud to offer custom -configured computer systems from an ISO 9001:2015 certified technical configuration lab at our Technology Integration and Distribution Center (TIDC) in Wilmington, OH.
Our company and staff hold over 2,500 technical certifications ( https://www.govconnection.com/content/about/certifications-and-authorizations) that ensure our experts can solve any customer need, no matter how complex. Additionally, our GlobalServe offering delivers global procurement solutions through our network of 500 suppliers in 174 countries.
Exhibit 2 492
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 8 Provide a detailed description of the products
and services that you are offering in your
proposal.
The products and services that Connection provides go far beyond the physical items we offer. Our sales team is the lifeblood of our organization and they are second to none; complete satisfaction is their goal.
The products and services we offer include:
• Extensive Range of IT Products: Connection is a global solutions provider of a wide range RFP: a. Computer hardware, including desktops, laptops, tablets, al protection devices, and switching technology; c. Peripherals, accessories, components, and c power management, and supplies; d. Software related to the purchase of the equipment des e. Tech support or assessment services related to the purchase of the equipment or software described in subparts a — d above.
Please reference the Excel file attached to the bid site (Sourcewell Catalog Final — Connection), for the full catalog listing of the products offered within our response.
• Professional Services: Connection's technical experts support our customers in designing, enabling, managing, and servicing their IT environments. Providing a complete range of services across 8 key technology areas: Converged Data Center, Cloud, Networking, Security, Software, Lifecycle, Mobility and Digital Signage.
• Established OEM Relationships: Connection has a 37 -year history of maintaining strong, loi and cost-
• Responsive Customer Service: We serve our customers through our staff of highly trained Account Managers, our team of on -staff experts, and our efficient and customized procurement websites. Connection Public Sector Solutions is dedicated to fulfilling the specialized needs of State and Local, Education and Federal Government organizations. • Industry Recognition: Connection has the services, technical expertise, and purchasing contracts that set us apart from the competition. Twice recognized by Forbes as one of "America's Most Trustworthy Companies," our goal is to provide customers with the expert guidance, state-of-the-art tools, and exceptional service to solve all of their technology challenges.
• Commitment: Connection is fully capable of and committed to providing the equipment, products and services outlined within this RFP. We offer the full breadth of products and services, including cloud services and software. We look forward to the opportunity to provide a full complement of IT product and service solutions and software to your Members and to work diligently with Sourcewell and your Members before, during, and after every purchase, to ensure their complete satisfaction.
It is our intent to offer the full complement of products and services requested in this RFP.
Connection's ability to service customers' complete IT product and solution needs qualify us to be Sourcewell's one -stop -shop, world -class vendor. 9 What are your company's expectations in the
event of an award?
Connection's expectations, upon the event of an award, would be to work closely with the Sourcewell contract management team. Connection would then assemble an internal project management team dedicated to working together with the Sourcewell contract management to develop a customized sales and communication strategy to ensure the successful launch and marketing of our Sourcewell award.
Our team would work side -by -side with yours at launching a web portal that would include all features and functionality necessary to provide all Sourcewell Members a robust, yet efficient and pleasant experience. Once the web portal is designed, built and ready to launch, we would create a marketing campaign to communicate the award, and partnership to all Sourcewell Members. We would ensure that all means of accepting orders, were available immediately to Sourcewell Members. Additionally, we would work with Sourcewell to create a mutually agreed upon cadence to meet and discuss our performance and the performance of the contract. We would then measure success, uncover areas of improvement, and make adjustments as needed. This would not be a set it and forget approach. The true value of a relationship is one where all participants, including the members, continually experience world class service.
Exhibit 2
493
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 10 Demonstrate your financial strength and stability
with meaningful data. This could include such
items as financial statements, SEC filings, credit
and bond ratings, letters of credit, and detailed
reference letters. Upload supporting documents
(as applicable) in the document upload section of
your response.
Connection Public Sector Solutions is part of the Connection family of PC Connection, Inc. As such, we offer a financially stable, Fortune 1000 company you can count on. You can depend on Connection to deliver expertise, solutions, and integrity, consistently.
Patricia Gallup and David Hall established PC Connection in 1982 with a mission to offer "a better way to buy information technology products." Seeing a significant business opportunity in the emerging personal computer industry, the two entrepreneurs launched their direct computer supply business with the philosophy that providing technical advice and focusing on customer service was as important as competitive prices. Since then, PC Connection, Inc. has grown into a Fortune 1000 company, with revenues topping $2.7 billion. Today, our more than 2,500 employees work in offices across Connecticut, Florida, Illinois, Maryland, Massachusetts, New Hampshire, New Jersey, Ohio, Pennsylvania and South Dakota.
Connection has the financial ability and breadth of resources to meet all of the requirements outlined within Sourcewell's RFP #081419 for Technology Catalog Solutions. All financial reporting for GovConnection, Inc. d/b/a Connection Public Sector Solutions is made through our parent company PC Connection, Inc. The most current corporation financial statements and annual reports can be read at http://ir.pcconnection.com/ . 11 What is your US market share for the solutions
that you are proposing?
The GovConnection SLED public sector market share is roughly 1.4%, assuming a total addressable market of $36 Billion dollars.
12 What is your Canadian market share, if any?
Currently GovConnection, Inc. does not have a presence in Canada. We are currently exploring the possibilities of a partnership with a Canadian solution provider. 13 Has your business ever petitioned for bankruptcy
protection? If so, explain in detail.
No, GovConnection, Inc. has never petitioned for bankruptcy protection. 14 How is your organization best described: is it a me
your written authorization to act as a distributor/dee
your sales and service force and with your dealer
Connection is a National IT Solutions Provider and Value -Added Reseller. We are authorized to sell over 300,000 IT products and services from over 1,600 manufacturers. Upon request, we would be happy to provide letters of authorization from individual manufacturers and distribution partners.
15 If applicable, provide a detailed explanation
outlining the licenses and certifications that are
both required to be held, and actually held, by
your organization (including third parties and
subcontractors that you use) in pursuit of the
business contemplated by this RFP.
Connection Public Sector Solutions holds premier certifications and authorizations from leading vendors, such as Cisco Gold, HP Enterprise Platinum, Dell EMC Premier, Lenovo Platinum and Microsoft Gold. These certifications allow us to offer you enterprise -class service, access to in -demand products, and expert technical service and support. These in -demand solutions are designed by our teams of highly skilled, trained experts — who have access to the right products and partnerships to configure and deploy best in class, best of breed solutions.
We have 540+ engineers and technical staff who hold 2,500+ technical certifications. Our collective teams receive 44,000 hours of technical training annually and are supported by sophisticated logistics to complete 225,000 custom configurations annually. Our engineers are highly qualified and exceed Manufacturer minimum requirements for the products and services they are supporting. They have expert level experience with multiple technologies, have the ability to make excellent decisions based on deep assessments of the customer's environment, and have extensive experience troubleshooting technical issues in complex environments.
Should a specific project require the need of a subcontractor/business partner, Connection has a premier partner network with well over 100 Vetted, Approved and Tested Service Providers throughout the country to augment and expand its existing core capabilities nationally.
16 Provide all "Suspension or Disbarment"
information that has applied to your organization
during the past ten years.
Connection has not been suspended or disbarred during the past ten years.
Exhibit 2
494
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 17 Within this RFP category there may be
subcategories of solutions. List subcategory titles
that best describe your products and services.
Market Group ID Market Group Name 11
Client Networking 14 Enterprise
Networking 127 Printers - Ink -jet &
Other 200 Printer Supplies &
Accessories 201 Printers -
Multifunction 209 Printers - Laser 9
Business/Home Office Software 20
Home & Leisure Software 23
Graphics/Publishing & Internet 199
Network Software
10 Desktops
202 Servers
204 Workstations
27 Memory 208 System
Enhancements 5 Systems Accessories 61
Power Management 75 Mobile Computing Accessories 82
Promotions/Other 190 Consumer Electronics 205
Specialized Government Items 206 Point of Sale Equipment 207 Mobile Electronics 211
Cables 176 Drives & Storage Hardware 198
Enterprise Storage 212 Storage Media & Accessories 6
Digital Imaging and Sound 36 Monitors & Projectors 203
Video 210 Monitor, Projector Accessories 177
Notebooks
180 PDAs
192 Warranty Services 213
Professional Services 214 Configuration Services 215
Repair Services
216 Cloud Services
Industry Recognition & Marketplace Success
Exhibit 2 495
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 18 Describe any relevant industry awards or
recognition that your company has received in
the past five years
A Sampling of Connection's Awards and Vendor recognition over the last 5 years, includes:
• 2018-Citrix SMB Partner of the Year
• 2018 —Cisco U.S. Marketing Innovator of the Year
• 2018-MSI Valued Channel Partner
• 2018—CRN Tech Elite 250
• 2018-CRN Solution Provider 500
• 2018 —Internet Retailer Top 500
• 2018 —Fortune 1000 #746
• 2017-HPE NSP SLED Partner of the Year
• 2017—A2B Tracking Reseller Partnership
• 2017—Lenovo Platinum Data Center Partner
• 2017—CRN Tech Elite 250
• 2017-CRN Solution Provider 500
• 2017 —Fortune 1000 #775
• 2017 —Microsoft Excellence in Operations —Double Gold Level • 2017—Vizient Innovative Technology Designation
• 2017 —CHIME Foundation Partner Award
• 2017—ATEN Best Performance Award
• 2017 —Red Hat Rising Star Partner of the Year Award
• 2017—Kaspersky Lab Large Account Reseller (LAR) of the Year Award • 2016 -HP MPS Best in Class
• 2016—CRN Tech Elite 250
• 2016-CRN Solution Provider 500
• 2016 —Fortune 1000 #825
• 2016-Symantec National Reseller Growth Partner of the Year • 2016 —Dell EMC Healthcare Partner of the Year
• 2016 —Continuum of Care Award from Premier Inc.
• 2016—VMware Renewals Partner of the Year
• 2016-ESET Most Valuable Partner
• 2015-Symantec Growth Partner of the Year
• 2015 —Microsoft Excellence in Operations Award
• 2015 —Dell PartnerDirect National Solution Providers Partner of the Year • 2015 —Top 20 on CRN's Solution Provider 500
• 2014 —Adobe Reseller Partner of the Year Award
• 2014 —Dell National Solutions Provider Partner of the Year • 2014 —Microsoft Excellence in Operations Gold Level Award • 2014—VMware Mid -Market Partner of the Year for Americas Region 19 What percentage of your sales are to the
governmental sector in the past three
years
The percentage of sales to the governmental sector during the past 3 years is 18%. 20 What percentage of your sales are to the
education sector in the past three years
The percentage of the GovConnection sales revenue for the past three years from the education sector is 82%.
Exhibit 2 496
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 21 List any state or cooperative purchasing
contracts that you hold. What is the annual
sales volume for each of these contracts over
the past three years?
Trade Secret / Proprietary: Connection has close to 20 successful years of experience partnering with cooperatives that have national, regional, and local reach. We support the smallest memberships with the same care as we do the largest memberships. Currently, we partner with customers servicing over 200 contracts. Listed below are the top 5 cooperative purchasing contracts, along with the top performing Minnesota -based contract.
IMPORTANT NOTE: The contract sales volume figures below are Proprietary / Trade Secrets.
Contract 2016
2017 2018
E&I HW/SW (CNR-01483) $94,965,667.70 $77,809,719.17 $0.00 National IPA (NIPA) $21,593,454.00 $31,735,616.10 $98,779,032.06 NCPA $10,376,076.63 $13,516,116.62 $21,678,079.99
UMinn/UMinn
Piggyback $947,827.12 $1,140,181.74 $1,229,225.25
ITC47 $1,813,621.83 $2,720,113.11
$2,443,798.79
MHEC $6,013,530.88 $5,921,100.64
$8,628,836.55
Connection understands the importance of Cooperatives in the public arena and what they care about most. It's about value.
• Shared knowledge
• Information gathering
• Purchasing leverage
Strength in numbers
• Savings so you can provide your clients better value
A significant portion of Connection's business is conducted through cooperative purchasing contracts. We understand how cooperatives work and operate. Connection holds contracts with numerous cooperatives and we pride ourselves on working closely with our cooperatives administrators and Members to identify where the value is needed.
The value Connection brings to our customers is experience, savings and customer service.
Our customer -centric approach focuses on the unique IT goals and challenges facing your members. We work closely with Members before, during and after every purchase to make sure they get exactly what they need, when they need it. As part of the total Connection solution, we provide full support for all the technology we sell. We offer a complete portfolio of IT services designed to help the member get more out of their investment. While other IT suppliers offer only products, and no services, Connection transforms technology; turning trusted brands into complete IT solutions by adding a unique combination of personal service, in-depth expertise and customized support.
22 List any GSA contracts that you hold. What is
GovConnection, Inc. GSA Schedule: GS -35F -0750P 2018
the annual sales volume for each of these
$18,520,419
contracts over the past three years?
2017 $5,285,827
2016 $6,610,823
Total $30,417,069
References/Testimonials
Line Item 23.
Entity Name *
Contact Name *
Phone Number "
„
City of Pittsfield, MA
Mike Steben, IT Director
413-344-3765
[email protected]
Town of Lincoln, MA
Michael Dolan, Director of Information Technology
781-259-2702
[email protected]
City of Long Beach, CA
Rick Barrett, Department of Technology & Innovation
562-570-7773
[email protected]
Exhibit 2
497
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Top Five Government or Education Customers
Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.
Entity Name
Entity Type '' State
I
Province *
Scope of Work *
Size of Transactions *
Dollar Volume Past Three
Years *
Auburn
University
Education
Alabama - AL
Supplier of Enterprise Hardware, IT
Hardware and Software, Services
$50 - $1,000,000
$42,372,403
Trade Secret/Proprietary
MIT
Education
Massachusetts -
MA
Supplier of Enterprise Hardware, IT
Hardware and Software, Services
$50 - $1,000,000
$39,742,103
Trade Secret/Proprietary
Yale University
Education
Connecticut - CT
Supplier of Enterprise Hardware, IT
Hardware and Software, Services
$50 - $1,000,000
$35,181,977
Trade Secret/Proprietary
Volusia County
Schools
Education
Florida - FL
Supplier of Enterprise Hardware, IT
Hardware and Software, Services
$50 - $1,000,000
$24,929,739
Trade Secret/Proprietary
Brevard County
Schools
Education
Florida - FL
Supplier of Enterprise Hardware, IT
Hardware and Software, Services
$50 - $1,000,000
$22,926,483
Trade Secret/Proprietary
Ability to Sell and Deliver Service Nationwide
Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.
Line
Item
Question
Response*
25 Sales force.
Connection's tenured sales force is strategically located across the country, positioned to provide Sourcewell Members nationwide coverage. Our offices are located in the following cities:
LOCATION
Raton, FL Office
29 Exton, PA Office
Office
48 Merrimack, NH 730 HQ Office 648 Merrimack, NH 732
Office 100 Portsmouth, NH Office 71 Rockville,
MD Office 48 Schaumburg, IL Office
131 Shelton, CT Office 16 Wilmington, OH
242
Full -Time Remote Workers 796
EMPLOYEES Boca
121 Dakota Dunes, SD Office
98 Keene, NH
152 Marlborough, MA Office
Connection employs the industry's most tenured and highly trained sales force. We build strong relationships with customers by providing them with primary and secondary points of contacts; these familiar voices appreciate the unique needs of public sector IT decision makers. Your dedicated Account Manager (AM) and Business Development Manager (BDM) work directly with a team of experts to help with the assessment, planning, design and implementation of your IT projects, daily transactional purchases and management of your applicable contract purchasing vehicles. We invest in training programs for our sales, service and support personnel, with an emphasis on putting customer needs and service first.
Our team services and provides coverage of the entire United States and is backed by the full support of the entire Connection executive team. We will ensure that your members will receive the resources to meet your needs.
Connection will work closely with Sourcewell's team for a strategy and account mapping.
Connection's Contracts and Compliance Group provides training to the sales organization for all new contract awards and ensures pricing terms are hard coded into our order management and sales quoting tools, providing automated pricing specific to the contract.
Exhibit 2 498
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 26 Dealer network or other distribution methods.
For decades, Connection has been providing timely deliveries to our customers. This success is attributed to our TIDC, which is centrally located within the United States, in Wilmington, Ohio.
This strategic location is within one hour of three metro areas, giving greater access to a large skilled labor pool as well as a wide range of transportation providers. This facility is also within a two-hour drive to UPS' Louisville Air Express Hub; within 3 -day UPS ground transit time to 74% of the population. For additional information on the dependable and seamless distribution and fulfillment offered by Connection's state-of-the-art Custom Configuration / Distribution Center, we hope you will enjoy the video located at the bottom of the page via the following link:
http://www.govcon nection.com/tech nology-services/d istribution-and-config uration- center. (Note: This video is best viewed in Chrome.)
Supplementing the efforts of our Distribution and Configuration Center are our approximately 38 nationwide drop -ship partner locations. These locations blanket the country and are distribution centers for partners such as, but not limited to, Synnex, Ingram Micro, Tech Data, D&H and Douglas Stewart. Products from these locations ship for next -day delivery, of in -stock products, provided orders are placed by 3:00 p.m. ET.
Connection's delivery options are among the most convenient in the industry. Members designate their desired shipping levels at the time of purchase; options include next -day, next - day early morning, two-day, ground, Saturday delivery, and other standard alternatives.
Customers may also utilize their own shipping accounts. 27 Service force.
Connection can provide installation, as well as a number of other professional services, nationwide, to Sourcewell Members. Our Account Managers and technical experts are ready to assist you with a complete range of services across key technology areas: Converged Data Center, Cloud, Security, Mobility, Networking, Software, and Lifecycle. With extensive vendor partnerships and a broad selection of over 300,000 products, Connection combines the professional services, technical expertise, and purchasing power you need for any size project.
However, should a specific project require the need of a subcontractor/business partner, Connection has a premier partner network with well over 100 Vetted, Approved and Tested Service Providers throughout the country to augment and expand its existing core capabilities nationally. These service partners provide several types of services within our core services practice areas to expand our national reach and capabilities, as well as specific services in which we may not have expertise. Any of the partners in our premiere partner network are available to our clients through our services team, as needed, to fulfill a customer's request when the Connection Services team finds it necessary to engage a third party for any reason.
A scoping call (to assess timeline, location, specifications, etc.) will be done initially, to determine the best resource to fulfill these service needs. 28 Describe in detail the process and procedure
To ensure the most prompt and attentive customer service, Connection provides a Team of your customer service program, if
Customer Service approach. Our goal is to respond to customer inquiries the same day, with applicable. Include your response -time
most turned around within 24 hours. In many instances, the response time exceeds these capabilities and commitments, as well as any
incentives that help your providers meet your
goals.
stated service goals or promises.
Upon award, Connection will:
• Implement a Sourcewell-specific, direct support 800# as well as a direct support email address. This will facilitate and expedite any and all requests by Sourcewell Members, as the line and email will be manned by Connection's Account Managers, who will have been thoroughly trained on the Sourcewell-contract.
• Offer training to all end -users regarding the various methods available to reach the account team and obtain customer service. These may include WebEx meetings to introduce the account team, how to contact them, and how to navigate the dedicated websites to place orders and receive customer service. Each Sourcewell Member will be assigned its own dedicated Account Team.
• Offer online support. If at any time during the online shopping and checkout experience, a customer requires support from their dedicated Account Manager, assistance is just one click away. We display a live link to the Account Manager's email address in the header and footer on each page of the site. Upon selection, an email form is generated and once completed and sent, is immediately directed to your Account Manager to relay your question.
Additionally, within the footer of the online Contact Us page, a customer is able to select one of the following options:
o Need pre -sale help with product or pricing o
Check the status of my order or return o
Need post -sale technical support o Need to
return a product o Need help with invoicing or
proof of purchase o Need a factor -authorized
repair o Need to change my mailing address o
Investor or Public Relations questions o
Provide feedback on our website
• Provide ongoing phone support. Periodic and ongoing phone calls to Sourcewell Members will be made to their buying teams and IT staff to determine if they need any assistance with their accounts, any training on the website or ordering process, and to ascertain that we are performing to their expected standards.
• Provide consistent email communication. Email communication between the Connection's _xhibit
2 499
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 account team and Sourcewell Members is considered vital. It will be used to facilitate IT project management, deliver quotes, and the dissemination of information related to the contract or Member accounts. Email can be used to deliver duplicate invoices, specification sheets, and the like. In addition to email contact from our account team, Sourcewell Members will be able to receive system generated (automated) emails to provide them with order status, shipping notifications and tracking information for order placed. • Provide open communication. The Connection team will interact with Sourcewell Members, as needed, to provide any information requested via whatever communication method the Member deems to be the most convenient.
• Provide consistent contract reviews. The Connection account team will conduct weekly conference calls, quarterly program performance reviews to ensure compliance, as well as onsite visits, to update Sourcewell and their Members on contract purchases, new product offerings and emerging technologies, service/solution options, road maps for various OEM's, arrange tech fairs, conduct one -to -many training events for Sourcewell and its Members and consult with individual departments to listen and learn about any potential issues or concerns. • Provide complete transparency. Our intent is to provide complete transparency in our processes and a means to ensure continuous improvement. If you need us to change a process, we are flexible and approachable enough that we can incorporate these changes quickly.
Provide customized customer satisfaction Surveys can be created and sent via email.
Provide customized customer satisfaction surveys accessible through the web portal. • Provide an Escalation Path. Our customer relationships are important to us and offer the following Escalation Path to assist in urgent problem resolution, if the need were to arise.
When informed of a potential issue, they commit to respond within 2 hours to address the situation.
o Alicia Fravel, Account Manager: 800-800-0019 ext. 34351, [email protected] o Todd Horsey, Business
Development Manager: 603-683-0552,
[email protected] o Greg Herting,
Sales Manager: 800-800-0019 ext. 34302,
[email protected] o Robert Bush, Sr. Director of SLED Sales: 800-800-0019 ext. 33059, Cell:
603-249-6813, [email protected] o Lisa Trisciani, Vice President SLED Field Sales: 800-800-0019 ext. 77896,
Cell: 603-533-0916, [email protected] o Robert Marconi, Vice President SLED Sales: 800-800-0019 ext. 33331, [email protected] o Robert
Howard, President: 800-800-0019 ext. 2735,
[email protected]
29 Identify any geographic areas of the United
States that you will NOT be fully serving
through the proposed contract.
Connection plans to fully service all geographic areas of the United States through the proposed Sourcewell contract.
30 Identify any Sourcewell Member sectors (i.e.,
government, education, not -for-profit) that you
will NOT be fully serving through the proposed
contract. Explain in detail. For example, does
your company have only a regional presence,
or do other cooperative purchasing contracts
limit your ability to promote another contract?
Connection plans on servicing all sectors through the proposed contract. Connection can support and service all sectors in all 50 US States. While Connection is named to other cooperative contracts, none of these relationships prevent us from promoting the Sourcewell cooperative.
31 Define any specific contract requirements or
restrictions that would apply to our Members in
Hawaii and Alaska and in US Territories.
BOT (By ocean transit / delivery to Alaska or Hawaii) delivery is also available, at an additional charge and is quoted on a case -by -case basis.
Marketing Plan
Line
Item
Question
Response
E
32 Describe your marketing strategy for
promoting this contract opportunity.
Upload representative samples of your
marketing materials (if applicable) in the
document upload section of your
response.
Connection will participate in a variety of marketing programs to support an award of a contract by Sourcewell. Connection's nationwide sales force will be fully trained on the Sourcewell contract and will communicate details of the awarded contract, verbally, to all existing and new customers.
Connection will also promote the awarded contract in the following ways:
• Co -branded email to entire Connection's education and state and local agency list highlighting contract and special offers for members
• Call campaign to Connection customers to let them know they can now purchase via the Sourcewell contract
Listed on contracts page linking to customized Sourcewell contract webpage Social media campaign to increase awareness of contract Webinar with Sourcewell Members
xhibit 2
500
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Custom collateral
Attending industry conventions and seminars
Promotions for members on the Sourcewell homepage
Please reference the attached examples.
90 -Day Sales Enablement Campaign Outline
In addition to this overall marketing plan, upon award and with coordination from the Sourcewell, Connection will launch the following 90 -day sales enablement campaign.
Launch of 90 -day, 3 -touch campaign, inside and outside for Connection o Touch 1: Email
o Touch 2: Live Meetings
o Touch 3: One -to -many events
Co -branded marketing programs delivered through email
• Dedicated onsite visits by our field teams, to existing Connection customers, for deeper account penetration
• Live meetings between the Sourcewell and Connection Public Sector Solutions • Call campaign hosted by Connection delivering the " Sourcewell and Connection Value Proposition"
o Targeted offerings on E -Rate and Grant Programs
Connection's Marketing Team
Connection staffs a dedicated marketing team responsible for our marketing strategy within the public sector market. This team has a deep understanding of technology trends within this segment, how to effectively reach the technology influencer/decision maker audience and proven track record of expanding awareness of our partnerships with consortiums. Their mission is to develop, evolve, and execute the right mix of brand, customer engagement, lead generation, and sales enablement programs to increase Sourcewell's contract participation with Connection.
Marcia Hewey is Connection's full-time Marketing Manager. Marcia joined the Connection team in December of 2015, is the Marketing Manager for Education and Government and is committed to marketing the Sourcewell contract. Marcia supports the sales organization by working closely with senior sales management to develop and execute strategic initiatives that will advance the Company's value proposition, drive sales, and increase profitability while also supporting partner interest and garnering program investment. Marcia reports to Jamal Khan, President of Global Digital and eCommerce.
Contact Information: Email: [email protected]; Phone: 800-800-0019 ext. 2547.
Rob McIntosh is Connection's Sr. Marketing Programs Manager for the Public Sector Marketing Team. Rob coordinates go -to -market strategies that inform and promote the company and align with partner initiatives. Previously, he spent 18 years as a Marketing Executive with Tape Services, Inc. helping to solidify relationships with customers such as ESPN, Disney, Food Network, Harvard University, Boston University and Woods Hole. His 30 years of sales and marketing experience has been spent building businesses to scale through strategy, thought leadership and innovative approaches to the marketplace. His areas of expertise include CRM management, SEO/SMO/SEM/SMM techniques, creative design work, content strategy, Social Media marketing, Digital Marketing as well as contract and bid management. Rob reports to Jamal Khan, President of Global Digital and eCommerce.
Contact Information: Email: [email protected]; Phone: 800-800-0019 ext. 2758.
Connection's Go -To -Market Strategy
Our Go -To -Marketing strategy is broken out into four main focus areas: Brand, Customer Engagement, Lead Generation, and Sales Enablement. In additional to a full education and government marketing team, we work in tandem with our healthcare teams to further support growth in these segments.
Brand Strategy
Our brand strategy includes traditional and digital advertising components for K-12, higher education, state and local government institutions and healthcare facilities. We participate in print advertising in well-known, industry related publications. We work with universities to provide custom collateral speaking to their students about Tech Kits developed with their needs in mind. On the digital spectrum we have our own internal email list for state and local government agencies, higher education, K-12, and healthcare and we understand the unique messages when speaking to these markets. Our social media presence is growing at a rapid rate due to our Social Media team. Their understanding of the nuances of social media and targeting capabilities have helped us deliver successful program results in the higher education market. Our social media footprint includes Linkedln, YouTube, Twitter, Instagram, Facebook, and Glassdoor. Digital marketing also includes external web campaigns with major media, including broad IT media partners like Spiceworks and IDG where we are able to get as granular as the specific segments and titles we are targeting. As a National Solutions Provider, our creative team produces collateral and solution guides to detail the 7 pillars we focus on (Converged Data Center, Cloud, Security, Mobility, Networking, Software and Lifecycle). Our corporate marketing team produces a blog with daily entries speaking to all areas of IT. We have also recently launched a podcast that can be found on iTunes and other major networks.
Customer Engagement Strategy
(1) K-12: Our Customer Engagement strategy is composed of a large amount of shows for xhibi 2 K— 501
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 12, including FETC and ISTE. We will participate in over 40, K-12 tradeshows and table top events in 2019 alone. We also hold virtual events such as webinars with vendor partners to connect with our current and potential customers. We host special customer events in conjunction with vendor partners on topics that speak to the K-12 market.
(2) Higher Education: Our Customer Engagement strategy is composed of a large amount of shows for Higher Education, including UBTech and Educause. We will participate in over 45, higher education tradeshows and table top events in 2019 alone. We also hold virtual events such as webinars with vendor partners to connect with our current and potential customers. We host special customer events in conjunction with vendor partners on topics that speak to the higher education market.
The Lead Generation Strategy
(1) K-12: Our lead generation strategy is comprised of the annual trade shows and events mentioned above. We reach out to attendees personally and via email after the show to continue to build the relationship. With our vendor partners we create custom assets such as white papers and case studies on IT topics that relate to K-12. These are then used on digital properties for the targeted K-12 media partners such as District Administration, THE Journal, and eSchool News to drive leads. The leads are called upon by our activation team and sent follow up lead nurture emails. Leads are also obtained from our own website with forms on pages for requests like demos and assessments.
(2) Higher Education: Our lead generation strategy is comprised of the annual trade shows and
events mentioned above. We reach out to attendees personally and via email after the show to continue to build the relationship. With our vendor partners we create custom assets such as white papers and case studies on IT topics that relate to higher education. These are then used on digital properties for the targeted higher education media partners such as University Business, CampusTech, and eCampus News to drive leads. The leads are called upon by our activation team and sent follow up lead nurture emails. Leads are also obtained from our own website with forms on pages for requests like demos and assessments.
Sales Enablement Strategy
We hold approximately 200 Lunch & Learns a year with training provided by our vendor partners across all 4 of our sales locations. We also hold Virtual Training provided by vendor partners with a
quiz to report metrics back to the partner. Vendors also come in weekly to sit in a vendor cube where the sales team can approach them about specific opportunities. A hands-on product showcase is held once a quarter for each sales location with anywhere from 12-16 vendors participating.
Attendance at these trainings is mandatory for all Account Managers. Our field sales team meets once a quarter for a multi -day training event. We create many custom PDFs for accounts and also Connection Public Sector Solutions brand vendor collateral for our sales team to use with their accounts.
33 Describe your use of technology and
digital data (e.g., social media, metadata
usage) to enhance marketing
effectiveness.
Technology, Digital Data, Social Media Connection has a robust Marketing Technology Stack (MarTech Stack), which has improved further with recent investments, as well as a dedicated Digital Marketing team to manage our digital activities. The team is data -driven, focused on content quality and user engagement. Our company website, www.connection.com/ps , has performance monitoring in place along with web analytics to track user/customer engagement. Behavioral (struggle) analytics are also in place to provide insights into where users encounter issues, offering session videos, heat mapping, etc. The data from these analytics solutions help direct our UX Architects' efforts to improve our overall website structure and flow, and the data is used by the Digital team to track campaign performance and make adjustments as needed (i,e. adjust digital channel usage to drive more engaged visitors). We use an intent- based analytics solution (surge analytics) to track organizations' interests in technologies — the data is then used to direct our campaign messaging in our account -based marketing (ABM) activities. The Digital Marketing team includes a Social Media team that utilizes a few technologies to assist with our social media activities in Facebook, Linkedln, and Twitter, from a social media management platform to an internal employee advocacy/communication solution. The Digital team also uses marketing tools and solutions for paid search, display network, email, affiliate network, and retargeting campaigns/activities, The disparate campaign elements, activities, and metrics are tied together with the aforementioned web analytics solution, as well as with Marketing Automation — enabling the team to create and manage more in- depth and complex marketing campaigns. The recent addition of a Business Intelligence and Reporting solution further ties the Digital team's campaigns together, providing data sets to improve campaign performance, as well as offering comprehensive views of entire marketing channels.
Please visit the social media sites below for examples of our messaging:
Linkedln: https://www.linkedin.com/company/connection-public-sector Facebook: https://www.facebook.com/Connection4IT/ Twitter:
https://twitter.com/ConnectionlT
Exhibit 2 502
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 34 In your view, what is Sourcewell's role in p
Sourcewell- awarded contract into your sal
Sourcewell's Role: Initially, Sourcewell's contribution is crucial in order to implement a successful transition to the Technology Catalog Solutions Contract. Our team will meet with yours to develop a mutually agreeable transition and implementation plan to set forth the key milestones and the tasks to be completed. To help to ensure the success of this program, Sourcewell's contribution will be necessary to work with Connection in the following ways:
Identifying needs and expectations at the beginning of the relationship; • Defining preferences and requirements within our internal systems (e.g. specifying order requirements so that products only ship as complete orders, only ship via ground, etc.) to prevent errors from occurring;
• Soliciting ongoing feedback to tailor processes and procedures to individual company needs. • Provide open communication and complete transparency as these are critical to the success of any business relationship.
• Pass along customer feedback and performance assessment, both positive and negative. We have learned that this contributes to a more positive relationship and trustworthy relationship, providing a better experience for our customers and for us. Feedback is welcomed as often as necessary.
Contract Integration: Connection understands the unique nature of Technology Catalog Solutions that result in national cooperative contracts, supplying Members with IT products and services.
By partnering with Connection, the transition to the new contract will be seamless. The new contract pricing will be available and ready for integration, upon award, to each Sourcewell Member.
Comprehensive contract training will be provided to the Connection Sales Team, the Management Team, the vendors, manufacturers, and the contract managers. We commit to train and aggressively promote the Sourcewell contract.
The following are some examples of the ongoing Sourcewell contract training that will be required by Connection:
• Regional team meetings for AMs and AAMs
WebEx's for Business Development Managers and remote Account Managers Onsite Manufacturer training sessions with each of the highlighted partners Repository available for Sourcewell collateral and tutorial Connection will work closely with Sourcewell's team for a strategy and account mapping.
Communication and marketing of the awarded contract will be done verbally, with all existing and new customers, as well as in the following ways:
• Co -branded email to Connection's entire education, healthcare and state and local agencies lists, highlighting contract and special offers for members • Listed on contracts page linking to customized Sourcewell member contract webpages Social media campaign to increase awareness of contract Google AdWords campaign to increase awareness of contract Webinar with Sourcewell members
Custom collateral
Connection's Contracts and Compliance Group provides training to the sales organization for all new contract awards and ensures pricing terms are hard coded into our order management and sales quoting tools, providing automated pricing specific to the contract. While we utilize the complete buying power of all of the PC Connection companies, we are still small enough to quickly roll out information, terms and pricing structures to our sales organization.
Our sales team will coordinate weekly conference calls, will conduct quarterly program performance reviews to ensure compliance, as well as on -site visits, to update Sourcewell on its contract purchases, discuss new product offerings, discuss services options, and to listen and learn about any potential issues or concerns. Our intent is to provide complete transparency in our processes and a means to ensure continuous improvement. If at any time Sourcewell needs us to change a process, we are flexible and approachable enough that we can incorporate these changes quickly.
Exhibit 2 503
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 35 Are your products or services available thn
e- procurement system and how governme
Connection has the capabilities in place to support a robust order process for Sourcewell Members.
We offer secure, online, e -Commerce solution sites that are customizable for each Member, using Sourcewell-specific pricing. Connection, along with our B2B website, can help you streamline your IT purchasing. Our B2B website helps you standardize your purchasing practices, control unauthorized spending, reduce paperwork, and increase productivity. These sites offer an efficient procurement channel with benefits that include purchasing authorization control and reporting, among many others.
These sites will ensure that products and services that are not on contract, will not be sold.
Sourcewell-specific pricing for Sourcewell-selected products will be loaded onto each site.
Connection's Order Entry and Account Management systems will accept a custom contract code that will not allow excluded products to be ordered on contract. Once the Sourcewell Member is logged into their web ordering page, the contract code will not allow for excluded products to be placed on order. The same function is built into our internal order entry system and will not allow the Connection representative or any delegate to place orders for excluded products. We will also provide training and a contract rules document for any Connection representatives that may be interacting with Sourcewell Members. This will remain on display for reference at their workstations.
Connection is able to integrate with many procurement systems and third -party systems, allowing us to provide seamless single -sign on, offsite carts, quoting, automated electronic ordering and electronic invoicing. Connection has successfully integrated its e -procurement tools with these systems to our customers' complete satisfaction. We currently interface with such e -Procurement partners as Sciquest, Ariba (including Ariba Punchout), Oracle Supplier Network, Oracle Exchange and iProcurement, Peoplesoft, SAP-SRM (including OCI Transactions), Ketera, Elcom, ExpenseWatch, Epicor, eSchoolMall/Mercury Commerce, UniMarket, SupplyOrg, QValent,and CommerceOne. We can support cXML, xCBL and many other XML variations. We support hosted and dynamic catalogs customized to your needs. Our typical transactions include seamless shopper logins (i.e.
PunchoutSetupRequest or other), shopper cart export (PunchOutOrderMessage or other), live price requests, automated electronic POs and electronic invoicing (including credit memos). We have also implemented specialized solutions for customers procurement needs when the situation is deemed appropriate. All eProcurement Transactions are handled securely using HTTP/HTTPS or SFTP.
Some of the features and benefits to individual Members include:
• Shop Sourcewell-priced, discounted products, over 300,000 technology items, or create a custom catalog of agency approved products only.
• Account dashboard landing page can be customized for the Agency with personalized messaging, logo, along with recommended and product standards for individual purchasers. • Users research and shop product technology, pricing, specifications, system requirements and compatibility with our easy to use navigation tools.
• Create and save quotes. The quoting system allows users to request online quotes to the Agency's dedicated Account Manager.
• Create personal quick -lists (favorites) for frequently purchased items.
Check real time order status.
• Multiple level hierarchy of purchase authorization — shopper, buyer and management. Each level can have different permissions and authorizations.
• Users can transact orders independently with payment options of credit card and/or Purchase Order.
• Reporting capability based on User rights including: Order Tracking, Proof of Purchase/Invoicing, Purchase History, Invoice.
Please reference the following URL for Sourcewell-specific pricing:
www.govconnection.com/sourcewellbid .
Value -Added Attributes
Line
Item
Question
Response"
Exhibit 2 504
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 36 Describe any product, equipment,
maintenance, or operator training
programs that you offer to Sourcewell
Members. Include details, such as
whether training is standard or
optional, who provides training, and
any costs that apply.
Formal and informal training and support is available through Connection for all of the products and services we provide.
• Connection will provide training at no charge, on the use of your procurement site and recommend best practices for use and customization.
• Informal training and/or support will be provided, if required, for the products and services offered in this RFP via our technical support group by telephone, during normal working hours. The specific details are product and service specific and will be outlined on a case -by -case basis. Technicians within our Support Group are available and can be reached at 800-800-0011, Monday —Friday, from 9:00 a.m. — 5:30 p.m. ET. Connection Account Managers are also available to assist and support, in conjunction with the products and services offered in this RFP.
Connection was among the first direct response IT solutions companies to offer toll -free technical support for our products including both before and after the sale. Connection's technical staff is certified to provide factory authorized service for many product brands. • Formal, customer -specific, classroom training is also provided by Connection. This formalized training can be done at the customers facilities, via WebEx, at a Connection location or via other means required by the customer. There are additional costs for this type of training and will be determined between the customer and Connection, based on the size and scope of the training/project requested. • Furthermore, dependent upon the manufacturers' selected, additional, manufacturer -specific training options may be available.
• Connection will offer training to all end -users regarding the various methods available to reach the account team and obtain customer service.
Describe any technological advances
hat your proposed products or
ervices offer.
onnection is a leader in innovation. We are continually developing technology advances that stinguish us from our competitors. This enables us to offer best -in -class solutions to all Sourcewetl embers. An example of one such innovation • is the AI iwe developed that enables us to auto -remedy data migration failures. This allows us to ensure our data migration services take place in a faster and ore efficient fashion than typical scripted migration tools/methods in the market today; this is just one example of the many advances which set us apart from our competitors.
Exhibit 2
505
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 38 Describe any "green" initiatives that
relate to your company or to your
products or services, and include a
list of the certifying agency for
each.
Connection has had a long-time commitment to good environmental, "green", practices, with several established environmental and sustainability policies and programs in place, to meet the requirements of our environmentally conscious customers. In fact, one of the founders of Connection, Patricia Gallup, pioneered the first environmentally -friendly packing, eliminating the use of packing peanuts in our organization.
As a leading provider of IT products and services, Connection has built a reputation on delivering creative answers to complex problems. That's why our approach to eco-friendly operations should come as no surprise. From high-tech solutions to low -tech ingenuity, we're deeply committed to utilizing every available opportunity to reduce our impact on the world around us. Whether it's cutting -edge virtualization in the server room or energy -efficient lighting in the break room, we're doing everything possible to make green technology a part of the workplace. Protecting the environment isn't always the easiest thing to do, but it's the right thing to do —and that makes all the difference in the world.
Here are just a few of the ways we are taking up the challenge of creating greener operations:
• All the products we resell that are Energy Star, EPEAT and/or RoHs rated, if identified by the manufacturer, are identified and listed as such, on our website. We also utilize the EPEAT website for identifying ratings across the most commonly used IT products. • Our TIDC tries to ship our packages in as green a manner as possible.
We have eliminated the use of packing peanuts.
The shipping cartons we purchase are manufactured with 45% recycled raw material.
Packing paper we use as dunnage in our shipping cartons is manufactured with 40% recycled raw material.
• Recycling programs, packaging minimization programs, and responsible materials management eliminate waste and preserve natural resources. All waste cardboard and paper is isolated and recycled — and we purchase recycled paper goods, toner cartridges, and similar consumables whenever possible.
Industry standard, single wall, corrugated cardboard shipping boxes are utilized for shipping items from the distribution center. Recycled newspaper grade paper or recyclable plastic air pillows are used as packing materials inside the boxes. Boxes are sealed with a single strip of 2" wide 3M cellophane tape.
• We recycle ALL corrugated boxes from suppliers —approximately 140 tons per year. All stretch wrap is also recycled.
• Any material that is not directly reused goes to a contractor that sorts and recycles refuse. We donate our unused office equipment including computers, monitors, printers, copiers, excess office supplies, and furniture to a not -for-profit organization. On a much larger scale, all of our facilities are within "recycled" buildings. Repurposed from their former uses, their renovation reduces wasteful new construction and reinvigorates the local community without adding to urban sprawl. • Virtual trade shows and seminars allow our customers to access information and experts to help them make technology investment decisions —without having to travel across the country. Connection Public Sector Solutions has hosted more than 5,000 users through our online events and trade shows. • Utilizing online capabilities ensures that climate -changing gases are not released into the atmosphere from automobile or air travel.
• Telecommuting keeps vehicles off the road and gives many of our employees the ability to work from off -site locations. Armed with the latest remote access technologies and unified communication devices, they have the office resources they need —without using excess natural resources. • Green information technology is an integral part of our operations at Connection Public Sector Solutions —with virtualization and server consolidation accounting for significant energy cost savings in our data centers. In addition, we have also rolled out LCD monitors and ENERGY STAR 4.0 -compliant workstations for our employees —maximizing efficiency while reducing our carbon footprint. • E -Commerce and online purchasing options make our customers' supply chain efforts more energy efficient and less paper dependent. We accept online and EFT payments and have moved to an online expense tracking model to eliminate waste.
• Online meeting technologies and videoconferencing decrease our travel to client and vendor offices
— increasing convenience and reducing our impact on the environment. • Our buildings employ electronic energy management systems, which allow the operation and orchestration of numerous mechanical systems as one —with the ability to program different areas of each facility. This delivers precise temperature and lighting control and minimizes energy consumption when a portion of the building is unoccupied. An air circulation system in our warehouse takes advantage of the building's architectural features and redistributes heated air from the ceiling in the winter and cooler, floor -level air in the summer.
• Green facilities department initiatives are reducing our carbon footprint with low energy lamps, electronic ballasts, and ENERGY STAR -rated equipment. In addition, all coolants in the aft conditioning and refrigeration systems are environmentally friendly. We use low-eGlass and special shading systems to control heat gain and cooling loss —and we incorporate skylights to introduce natural light into the work environment.
• Recovered rainwater is utilized in our irrigation systems, creating beautiful landscaping without putting extra demand on precious water resources.
Green Solutions for Every Layer of Our Customers'
Organizations
Connection offers green IT products and services that can help customers improve and transform their infrastructure. Customers can adapt to realize significant cost savings while making their operations easier to manage. We can help customers identify ways to lower your environmental impact —and make Exhibit 2 506
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 39 Identify any third -party issued eco-
labels, ratings or certifications that
your company has received for the
equipment or products included in
your Proposal related to energy
efficiency or conservation, life -cycle
design (cradle -to -cradle), or other
green/sustainability factors.
Connection is a reseller and not the manufacturer of the products requested within this RFP, As such, we are only able to note the certifications received by the manufacturers within the product descriptions within our product web catalog.
40 Describe any Women or Minority
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners have
obtained. Upload documentation of
certification (as applicable) in the
document upload section of your
response.
GovConnection, Inc. d/b/a Connection Public Sector Solutions (Connection) utilizes small, disadvantaged, minority -owned and/or women -owned, and/or HUBZone businesses, whenever possible. Each situation will be analyzed individually and the partner that best fits the needs of the Sourcewell Member, will be used, if possible. However, as Connection is a Value Added Reseller who does not manufacture products, we can only subcontract to small and socioeconomically challenged businesses that can supply the products and services they are authorized to sell. The following is a partial list of current diverse businesses that we work with:
Aberdeen, LLC Alliance Technology
Group, LLC. Cambridge Computer
Services, Inc. Carahsoft Technology
Corporation Convergence Technology
Consulting, LLC DSC Logistics
Digital Intelligence, Inc.
Envoy Data Corporation
ESM Solutions Force 3,
Inc.
Integration Technologies Group, Inc. JAM
Software
JAR Systems, LLC
L-COM, Inc.
Lifeboat Distribution MobileMatics,
Inc. Net Direct Systems, LLC NSX
Technologies, Inc. Oki Data
Americas, Inc. Planar Systems
Pro -Line System, Inc. / DBA: Ultra Guard Securities Protocase, Inc.
Sole Source Technology, Inc. Spectra
Logic Corporation Systemtools Software,
Inc.
Tripp Mfg. Company
In addition, Connection has a Federal Government Approved Small Business Subcontracting Plan that is valid for FY2019. In this plan, we have proposed to commit to a total of 40% of total subcontracting dollars to small business concerns including Alaskan, Native Corporations, and Indian tribes, Veteran - Owned Small Businesses, Service Disabled Veteran -Owned Small Businesses, HUBZone Businesses and Women -Owned Businesses. Additionally, for the past three years Connection Public Sector Solutions has participated in the SBA's Mentor Protege Program with a Woman -Owned Small Business, a Service Disabled Veteran -Owned Small Business, and a Veteran -Owned Small Business. As a Prime Contractor to the Federal Government, we are required to prepare and submit a Commercial Subcontracting Plan annually. The plan applies to all sales of commercial items sold by Connection Public Sector Solutions during the Fiscal Year.
41 What unique attributes does your
company, your products, or your
services offer to Sourcewell
Members? What makes your
proposed solutions unique in your
industry as it applies to Sourcewell
members?
We offer a partnership that can deliver the most comprehensive solution. Connection's offer is based on our unique capabilities that cannot be matched due to the extent and breadth of our expertise and the long reaching product and services knowledge base. We believe that price, product selection and availability, combined with service and support, are the most important competitive factors in our industry.
Some of the unique attributes that set us apart from the competition include:
Transforming Technology into Complete IT Solutions At Connection, we understand there's a lot more to IT than just technology. Our customer -centric approach focuses on the unique IT goals and challenges facing your organization. We work closely with you before, during, and after every purchase to make sure you get exactly what you need, when you need it. And, as part of the total Connection solution, we support all the technology we sell with a complete portfolio of IT services designed to help you get more out of your investment.
• 300,000 technology products
• 1,600+ brands
• Contract -purchasing expertise
• Volume software licensing
• Comprehensive professional and configuration services • Connection offers a unique combination of personal service, in-depth expertise, and customized support to meet your needs.
Start with a Single Point of Contact
• Your dedicated Account Manager understands the needs of IT decision makers and is trained to help you gain an advantage iit.ti7efficient, well -designed solutions.
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 • You receive our full attention throughout all stages of the IT lifecycle—from researching and planning to purchasing, installation, and asset disposition.
Dedicated Account Team
• Tenured Expertise: 52% of our sales force has been here for more than 10 years. • Highly Trained
• Expansive industry knowledge
• Exemplary Customer service skills
• On -site Visits
Accessibility
• Account Managers work closely with senior management. • Team managers are only two levels away from our President, Bob Howard. • This means that you have access to the top levels of our management with a quick phone call or email.
• We strive to be highly responsive, nimble, and adaptive, and this allows us to serve in ways that other companies cannot. If a customer needs us to change a process quickly, we can accomplish this and still meet timelines.
Then We Support You with a Team of Experts Your Account Manager works directly with a team of exp of your IT projects. Our technical experts include:
• Certified Technical Engineers
• Professional Service Manager
• Technology Support Specialists
• Software Licensing Specialists
• A Network of IT Services Partners
• Provide Contract Expertise
• Connection® Public Sector Solutions has extensive experience managing government and education contracts.
Offer Technical Expertise You Can Trust
• Our talented engineers hold more than 2,500 professional certifications, We can design and deploy custom IT solutions that meet your needs.
• Leveraging our partner network, we bring a wealth of trusted technical expertise to each project. • We also offer a variety of professional services including installation, service plans, repairs, staff training, helpdesk support, and asset disposition.
Strategic Relationships and Certifications with Top Manufacturers • Connection holds premier certifications with top vendors, including:
o Hewlett Packard Enterprise Platinum
o Lenovo Platinum
o Microsoft Gold
o Cisco Gold
o Dell EMC Premier
• These certifications allow us to offer enterprise -class service, access to volume pricing and in- demand products, software licensing programs, and more.
• We were among the first direct marketers, qualified by manufacturers, to market computer systems to end users. These established manufacturer relationships enable us to offer you deep pricing discounts. • As a premier, authorized reseller having no ownership affiliation with any of these partners, we are able to garner extremely competitive pricing for Sourcewell Members. • Information Technology or Manufacturer Seminars/Webinars are available • Vendor Bestowed Accolades and Awards
Deliver Customized Distribution Capabilities
• With over $2.7 billion dollars of buying power, we have priority access to the biggest IT brands in the industry —granting us the capability to maximize product availability. • Our most frequently ordered items are always in stock at our Wilmington, Ohio Technology Integration and Distribution Center, offering you a dependable source for seamless order fulfillment. • Through our overnight service, we can process orders placed as late as 7:00 p.m. ET for in -stock items for next -day delivery.
• We also source products from manufacturers and can drop ship from our suppliers' warehouses strategically located across the US.
Custom Configure Your Equipment Our highly trained technicians can perform a broad range of configur lab, including: Hardware configuration
• Provisioning and Imaging
• Asset Tagging and Data Capture
• Kitting/Reverse Kit Solutions
• Laser Engraving
• VPN-based Provisioning
• Deployment Hosting
• Inventory Planning and Rollout
• White Glove (Google and Microsoft)
• Mobile Provisioning
• Jamf Services
• Remote Management
• Location in a Box
Exhibit 2
508
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 • Document/Printing Insertion Service
• Custom Packing
Assist with Inventory Planning and Rollout
• We can help you develop a long-term product forecast. • We can manage the logistics of a rollout, securely store newly purchased equipment, and then custom tailor a delivery schedule.
• We can also store your hardware standards and software images, giving you the ability to easily expedite replacements for broken, worn out, or lost equipment. • For additional information on the dependable and seamless distribution and fulfillment offered by Connection Public Sector Solutions' Technology Integration and Distribution Center, we hope you will enjoy the video located at the bottom of the page via the following link:
http://www.govconnection.com/technology-services/distribution-and-configuration-center . (Please note, this video views best via the Chrome browser.)
Improve Efficiency with eProcurement Tools at www.connection.com/ps • Get the information you need quickly with our account dashboard on our business -to -government and business -to -education websites.
• Improve your purchasing ability using authorization control with a multi -tiered approval hierarchy. • We offer customized tools that easily manage IT purchasing including reporting, in depth order tracking, quicklists for frequently purchased items, and much more.
Provide Credit and Leasing Resources
• For qualified customers, we offer net terms accounts and flexible leasing packages with payment structures that can match cash flows or budget cycles.
• We offer a variety of end -of -lease options so you can purchase or trade in your equipment. 42 Identify your ability and willingness to
provide your products and services to
Sourcewell member agencies in
Canada.
Currently GovConnection, Inc. does not have a presence in Canada. We are currently exploring the possibilities of a partnership with a Canadian solution provider.
Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.
Line
Item
Question
Response *
Exhibit 2 509
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 43 Do your warranties cover all products, parts, and labor? As Connection is the reseller of the products and not the manufacturer, Connection will pass through all manufacturer warranties to Sourcewell Members. Warranty coverage varies by manufacturer products.
If a multiple year warranty is not offered from the manufacturer, but is requested, Connection will offer this for an additional charge. Warranty prices will vary depending upon length of warranty period and the device being warrantied. As such, extended warranties can only be quoted at the time of sale.
Warranty Service: Warranty service will be determined on a case -by -case basis and is dependent upon the product(s) and warranties purchased. Connection will work with each Member to ensure their specific warranty needs are met for each product they purchase.
Technical Support Service: Technical Support Service will be determined on a case - by -case basis and is dependent upon the product(s) and warranties purchased.
Connection will work with each Member to ensure their specific needs are met for each product they purchase. Connection will provide sales support at no additional charge during our normal hours of operation.
Replacement Parts: Replacement part provisioning will be determined on a case -by- cas Member to ensure their replacement part needs are met for each product they purcha:
Since Connection is not the manufacturer of the products purchased, we pass through the warranties of the manufacturer. Connection warrants that we have good title to the hardware products we sell, and that we have proper authority to license the software products we distribute.
We do not warrant the performance or integrity of any Product, but merely pass through to the Customer whatever end -user warranty the manufacturers or software publishers provide with their respective products.
STATEMENTS MADE TO YOU IN THE COURSE OF ANY PRIOR, CURRENT, OR FUTURE SALE ARE SUBJECT TO THE YEAR 2000 INFORMATION AND READINESS
DISCLOSURE ACT, (
U.S. C. ) (P.L. 105-271). IN THE CASE OF A DISPUTE, THIS ACT
MAY REDUCE YOUR LEGAL RIGHTS REGARDING THE USE OF ANY SUCH STATEMENTS, UNLESS OTHERWISE SPECIFIED BY YOUR CONTRACT OR TARIFF.
GOVCONNECTION AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL
WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR
SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF GOVCONNECTION,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURERS WARRANTY, IF ANY.
We have no control over the technology of the Products sold herein, and therefore cannot and do not indemnify Customer for claims by third parties that Products infringe any patent, copyright, trademark or trade secret. We will PASS THROUGH any such indemnity it receives from the Product manufacturer or supplier. 44 Do your warranties impose usage restrictions or other limitations that adversely affect coverage?
See response to 43. Coverage varies by product and manufacturer. 45 Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs?
See response to 43. Coverage varies by product and manufacturer. However, extended warranties are available at an additional cost, upon request. 46 Are there any geographic regions of the United States (and Canada, if applicable)] for which you cannot
provide a certified technician to perform warranty
repairs'? How will Sourcewell Members in these regions
be provided service for warranty repair?
As Connection is the reseller and not the manufacturer, we will only be able to support areas that the manufacturer cannot support. Each manufacturers certified technicians' availability; varies, however, Connection will pass along i the coverage provided by each manufacturer, to the Sourcewell Member. 47 Will you cover warranty service for items made by
other manufacturers that are part of your proposal, or
are these warranties issues typically passed on to the
original equipment manufacturer?
Warranty services are typically provided by the original equipment manufacturer (OEM), however, Connection is factor -authorized to perform Depot repairs, at our Keene, NH and Wilmington, OH locations, on the following manufacturers' products:
• Acer — Desktops and notebooks
• Apple
• Fujitsu — Notebooks
Hewlett-Packard — Desktops and notebooks, inkjet and laser printers • Lenovo — Desktops, Notebooks
• Sony — Notebooks
Toshiba — Notebooks
Exhibit 2
510
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 48 What are your proposed exchange and return programs
and policies?
If, upon receipt of your order, any problems or discrepancies are discovered, the Sourcewell Member should notify their Account Manager within 30 days of purchase, to return defective product, for repair, credit or replacement, for up to 30 days from the date of receipt. After this period, the individual manufacturer's warranty/return policy will come into effect. However, rest assured, even after the manufacturer's warranty process is in place, Connection's Account Managers will be able to assist, if needed, between the Member and the manufacturer.
Within 30 days, all non -defective returns authorized by Connection, whether opened or unopened, will not be assessed a restocking fee, and must be authorized for return within 30 days from date of receipt. After the 30 -day period, a 15% restocking fee will be charged. The returned items must be 100% complete, contain ALL original boxes and packing material, have original UPC codes on the manufacturer's packaging, contain all blank warranty cards, accessories, and documentation provided by the manufacturer.
Authorization for return may be obtained by calling your Account Manager, Customer Care at 1-888-213-0259 or by e-mail at [email protected]. Customer will be issued a Return Merchandise Authorization (RMA) which is valid for 10 days.
Failure to return a product within such 10 -day authorization period will be deemed to be an acceptance of the product.
However, Connection is always willing to work with the customer and may make exceptions on a case -by -case basis.
Return policies are subject to the various manufacturers' policies. Many manufacturers have imposed certain return restrictions. Consequently, Connection reserves the right to decline specific return requests based on those restrictions. Be sure to ask your Account Manager about specific return conditions before you purchase any item.
Certain items such as CTOs, BTOs and Software are not returnable, except for defects requiring repair under warranty. At the time of sale, customers are advised to check the website www.connection,com/ps . As always, Connection is willing to negotiate and work with the manufacturer on behalf of our customers to arrive at an agreeable solution.
For complete details and additional information on returns and restrictions, please reference our returns policy located at
https://www . govconnection. com/IPA/Content/Support/Returns/PCCGOV/Default. 49 Describe any service contract options for the items
included in your proposal.
Connection is able to offer extended service contract warranty service options, for an additional charge. Available options vary by manufacturer. Connection is not the manufacturer but is a reseller of the products offered. As such, warranties are supported/ warranted by the manufacturer and shall apply. We will pass through all manufacturer warranties to the end -user.
Payment Terms and Financing Options
Line
Item
Question
Response'"
50 What are your payment terms (e.g., net 10, net 30)?
Connection's payment terms are net 30, by ACH, check or wire. P -cards and credit cards may be used for payment at the time of order. Net 30 accounts may not be paid by P -card or credit card.
Exhibit 2 511
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 51 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?
Connection offers various financing options and will assist Sourcewell Members to garner appropriate method of financing, so they can enjoy the requested products and services. For qualified Members, we offer Net 30 term accounts as well as flexible operating and capital leasing packages, with payment structures designed to match cash flow needs and budget cycles.
Leasing Options: We work with several leasing partners, among them are Connection Financial Services, Dell Financial Services, Cisco Financial Services, HPE Financial Services, Lenovo Financial Resources and VarResources. We will work with customers to isolate their needs and to determine what the most important features and services are in their leasing solution. With this information, your Account Manager can assist in making recommendations that best fit the individual customer's needs. Each leasing company has a unique set of services and benefits offered as well as their own terms and conditions. Rates are determined based on the credit worthiness of the customer, the length of the lease and the total amount financed.
Rest assured that your Connection Account Managers will assist with all of the Member's leasing needs, from completing the leasing credit applications to picking up and returning computers at the end of the lease, if desired.
Listed below are examples of some of the ways Connection, in conjunction with the selected leasing partners, can best manage leasing on behalf of Sourcewell Members:
• 100% financing of the installation, software, hardware costs, extended warranties, and accidental breakage protection plans.
• Customers will decide if they prefer the lease billing to be monthly, quarterly, or annually.
• Billing for equipment on lease will be sent directly to the participating customer, from the selected leasing company.
• Each customer will be able to swap out leased computers for like kind computers during the lease.
• The type, quantity, and location of leased assets are available at any • Asset tagging or labeling is not required,
by Connection, upon request.
• Each customer will have the
• Each customer can purchase
Market Value, continue leasing the
computers.
• Customers are not required to
materials.
• To assist with equipment return,
also be included at lease end.
• Hard drive destruction/data wiping is offered to ensure that private and confidential data is forever removed from every computer. however
this can be provided
ability to prepay the leases at any time.
the computers at lease end for Fair
computers, or simply return the
return
pick
equipment in its original packing
up, packing, and shipping can
Payment Methods: Connection has the ability to accept payments a number of different ways. Payments can be transacted with:
• Credit or Procurement Cards: Connection accepts all credit or procurement cards ("P -Cards") issued by an established and accredited bank, either online or over the phone. Connection doesn't recommend adding your credit card number to purchase orders and submitting via fax as this is an unsecure method of relaying your proprietary card numbers. • Purchase Order: A purchase order with net terms may be provided.
Bill to information is stored so that all invoices are directed to the exact location the customer requires.
• EDI and electronic transfers.
Check payment.
Exhibit 2 512
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 52 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell Members' purchase orders.
Order Process: Once an account is established, the Member could place an order in several ways.
• The member has the option of logging into their secure web ordering portal or contacting the Connection account team for assistance. • Once logged into the Member web ordering portal, the Member will be able to view Sourcewell contract -specific pricing.
• The order can then be placed directly in their web portal with a valid purchase order or P -Card. The member has the additional options of placing the order over the phone, via fax or email.
• Once the order is received, Connection will process the order and deliver the requested items directly to the Member.
• Upon receiving the order, the customer would verify that all items are received correctly. If there are any issues, damages, returns or other discrepancies, the Member would contact Connection for assistance and resolution of said issue.
• Connection would then ship the invoice and invoice the Member for the items ordered.
Reporting: Connection is able to offer several types of reporting and will work Sourcewell to meet all of your reporting needs.
Examples of our reporting capabilities are listed below: Contract Reporting:
Connection's Contracts team is able to supply monthly, quarterly, or annual contract -related reporting.
E -Commerce Site Reporting/B2B: Connection has the ability to provide certain include:
o Proof of Purchase/Invoicing o
Purchase History o Proof of Delivery
o Invoice History
This Reporting can be generated by Sourcewell Members or Administrators of the site, as well as by your Connection dedicated account managers.
KPI, Customized or Ad -hoc Reporting: KPI, Customized or Ad -hoc reporting, outside of the B2B reporting, may be requested and Connection will respond within 3 business days of request to discuss requirements and timeframe.
Your Connection account manager will be the direct line of contact for these types of reporting requests. A sample of Connection's KPI reporting has been attached in the Additional Documentation section for your review. 53 Do you accept the P -card procurement and payment process? If so, is there any additional cost to Sourcewell Members for using this process?
Yes, payments can be transacted with P -cards or credit cards online or over the phone. There is no additional cost to Sourcewell Members for using P - cards for procurement. Connection accepts all credit or procurement ("P - Cards") cards issued by an established and accredited bank. Connection does not recommend and cannot guarantee protection if P -card or credit card number is transmitted via fax. (Please reference Connection's response to #50 for additional details.)
Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.
Line
Item
Question
Response *
Exhibit 2 513
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 54 Describe your pricing model (e.g., line -item discounts or product- ca materials (if applicable) in the document upload section of your resr Connection is proposing a discount from our advertised web catalog list price. The pricing model is one that is fluid and adaptive to the market. As our list prices automatically change to meet demand in the market, account - specific pricing will also automatically change for Sourcewell Members.
Connection's list price is available via our web site catalog located at www.connection.com/ps . Sourcwell's discounted pricing can be viewed at www.govconnection.com/sourcewellbid . In addition to our adaptive and fluid pricing model, Connection works closely with the manufacturer and vendor community to leverage our relationship to ensure we are offering only the most competitive prices available in the market today. It's a proactive approach similar to how Six Sigma is used in manufacturing. Do not inspect the finished good/service, inspect the process that produces the good or service. If your process is in control, then you can deliver a quality product or service each time. We do not compare our final prices to that of the competition, we inspect and ensure the procurement processes we have in place are functioning as intended and this ensures competitive pricing in the market. All discounts being proposed are specific by product category (see response to #55 below). Not all product categories lend themselves to a one size fits all discount approach. Connection wishes to offer Sourcewell Members the most aggressive discounting possible. All of the Sourcewell account -specific pricing will offer our sales team the flexibility to work with vendors and manufacturers to negotiate additional discounts when available.
If a percentage discount causes the sell price to fall below our standard cost, the sell price shall be adjusted and honored at Connection's standard cost. However, contract Fees cannot be paid on purchases made at Connection's Standard cost.
See the Excel attachment titled, Sourcewell Catalog Final, for a complete listing of the products and pricing offered within Connection's response. 55 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range.
Trade Secret/Proprietary: Connection is proposing a list minus schedule that will range from 3.5% off a verifiable list price to as high as 15.5% off a verifiable list price, not to exceed cost. Please see attached proposed pricing schedule. Please reference the response to #54 for a definition of Connection's verifiable list price.
The Excel attachment titled, Trade Secret/Proprietary: Sourcewell Account Specific Pricing — Connection, lists the discounts offered from our web catalog, by product category.
Market Group Trade Secret/Proprietary: Full
web catalog, list minus
below)
Systems Accessories 9.50%
Digital Imaging & Sound 8.50%
Software 3.50%
Desktops 4.00%
Client Networking 6.50%
Enterprise Networking 6.50%
Internet-Graphics/Publishing 5.50%
Memory
Monitors & Projectors 3.00%
Power Management 8.00%
Portable Computing - Accessories 9.50°%
Printers
Drives, Storage & Media 7.00%
Notebooks 4.00%
Consumer Electronics 10.00%
Warranty Services 5.00%
Enterprise Storage 6.50%
Accessories - Printer Supplies 10.00%
Servers
Video
Workstations 5.00%
Point of Sale Equipment 5.50%
Mobile Electronics 6.50%
Systems Enhancements 6.50%
Monitors & Projectors Accessories
Cables
Storage Media & Accessories
Professional Services
Configuration Services 5.00%
Repair Services
Cloud Services
Software Support
9.50%
9.00%
5.00%
5.00%
5.00%
5.50%
Sourcewell* (see note
10.00%
6.50%
5.75%
6.50%
15.50%
E
xhibit 2
Trade Secret/Proprietary: *Please note that these discounts are excluded on the sale of Apple products to K12 institutions. Managed Services and IT S I Augmentation Services are not included within this offer.
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 56 Describe any quantity or volume discounts or rebate programs that you offer.
Connection will provide additional discounts based on volume where possible. Communication between the Sourcewell Member and their Connection account manager becomes a critical part of this process.
Members should work closely with their Connection account manager when researching volume purchasing or large-scale enterprise solutions. The Connection account managers will then work closely with the manufacturer community to ensure additional discounts are passed along when available. 57 Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request.
Connection has strong relationships with over 1,600 manufacturers and offers over 300,000 name brand technology products and numerous other services. We are continuously expanding our product portfolio to meet the specific needs of our customers and to offer the latest advancements in technology. We would absolutely engage and welcome any dialogue around the inclusion of new products, related services and/or vendors.
If in the event a product or solution is not already set up in our catalog, Connection has a one off process that is easy and seamless. The request would begin by the Sourcewell Member, contacting their Connection account manager. The account manager would then submit a request to our strategic sourcing desk. Once the request is submitted through our system, the account manager can typically deliver a quote to the Sourcewell Member within 24-48 hours.
58 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre -delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. • Expedited, heavyweight, etc. (Please see answer to #59 for details.) • Installation, set up, removal of trash
• Extended Warranties
• Shipping
• White Glove, Warehousing and Configuration Services
• Environmental and Recycling Fees
• Restocking fees
• Late fees
• Sales tax
• Formal, classroom training
• Return shipping when applicable — over 30 days and restock 59 If freight, delivery, or shipping is an additional cost to the Sourcewell Member, describe in detail the complete freight, shipping, and delivery program.
Connection has a 99% ship rate and will ship most in -stock items the same day the order is received. We will offer FREE FOB, ground shipping on all products for orders of $50 or more. Our discounted shipping rate of $5 will be charged on orders under $50. Please note, this excludes heavyweight, expedited, or hazardous material orders. We offer Sourcewell Members a broad range of delivery options, ranging from standard overnight and second day delivery to ground, time definite, and truckload services.
Connection uses standard small package carriers such as USPS and UPS, FedEx, Roadway, and Yellow to deliver larger shipments. Ground shipments would be routed "Ground Best Way" via these or other carriers.
Connection also arranges specialized transportation services such as inside delivery, package removal and product set-up, If such services are required, Members are asked to contact their Account Manager to arrange and for a tailored rate quote. "
For orders classified as heavyweight or DIMM, Connection will add our discounted shipping charges to the invoice. Heavyweight shipment is defined as a single item over 150 pounds or multiple items over 300 pounds. For orders classified as "Heavy" or "DIMM," the shipping terms will be FOB Destination, Freight Prepaid and added. DIMM is defined as a package that has large size to weight ratio. Liftgate, Inside Delivery and/or Delivery Appointment service charges will be added to the invoice.
BOT (By ocean transit / delivery to Alaska or Hawaii) delivery is also available, at an additional charge and is quoted on a case -by -case basis.
Rest assured, Connection will work with Sourcewell and their Members to discuss and negotiate any additional delivery fees on a case -by -case basis.
60 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery.
BOT (By ocean transit) Delivery to Alaska or Hawaii, is available at an additional charge and will be quoted on a case -by -case basis. 61 Describe any unique distribution and/or delivery methods or options offered in your proposal.
Connection will offer Sourcewell Members a white glove delivery service, upon request, for an additional fee. This delivery service would cover same day delivery, staging, warehouse service, inside delivery, dunnage removal, room of choice delivery, etc. These types of requests would be initiated through the Sourcewell Member's account manager. The account manager would collect all necessary details of the white glove delivery needs from the Sourcewell Member. The account manager would then work with our logistics team to prepare the specialized white glove freight quote. Once the quote has been prepared, the account manager would work with the Sourcewell Member to ensure that the white glove service is carried out as agreed.
Exhibit 2
515
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Pricing Offered
Line
Item
The Pricing Offered in this Proposal is: *
Comments
62 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
This statement is a general
evaluation of our pricing and
does not state or create any
lowest price guarantees or
obligations.
Audit and Administrative Fee
Line
Item
Question
Response
63 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell.
This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell.
Our discounted pricing for the Sourcewell contract will be directly tied to a special pricing code (ASP) that will constantly and consistently apply the agreed upon contractual discounts to our published and publicly available online catalog. This method allows for complete transparency and may be audited at any time for accuracy by Sourcewell and its Members.
The Process: ASPs are created in our internal order management systems and imported into our B2B sites. ASPs calculate the contract maximum sell price by use of the appropriate formula (list minus, etc.). ASPs feed sku's and pricing directly from our CRM system during the quoting process to ensure that only Sourcewell contract compliant products are available for quoting at contract compliant pricing. ASPs can be updated, as needed, if contract pricing changes, or per customer needs (i.e., Member Specific Agreement requirements).
Connection will generate a quarterly report of all Contract Net Purchases shipped or returned during a fiscal quarter. Such report will be provided within 30 days after the end of Connection's fiscal quarter, which begins on January 1st. The agreed upon
administrative fee will be calculated and submitted to Sourcewell within 35 days.
64 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.)
Trade Secret/Proprietary; Connection is proposing to offer a 2% RAF (Royalty Administrative Fee) on purchases, excluding Chromebooks, Apple products and products sold at Connection's standard cost. Connection will offer a %% RAF on all Apple products. These fees are to be paid to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract. The fee will be calculated based on the total member spend for a given calendar quarter. The administrative fee will be paid by Connection to Sourcewell at the end of each calendar quarter. Per #55 above, please see restrictions on sales of Apple products to K12 institutions.
Exhibit 2 516
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Industry Specific Questions
Line
Item
Question
Response .
65 If you are awarded a contract, provide a few
examples of internal metrics that will be
tracked to measure whether you are having
success with the contract.
Connection can provide KPI (Key Performance Indicators), Customized or Ad -Hoc Reporting to assist in measuring the success of the contract. KPI, Customized or Ad -Hoc reporting, outside of the B2B reporting, may be requested, and Connection will respond within 3 business days of request to discuss requirements and timeframe. The Member's dedicated Account Manager will be the direct line of contact for these types of reporting requests. A sample KPE Report has been included as an attachment for your review.
In addition, Connection can also assess customer satisfaction in a number of ways. By using several methods, a more complete picture of the overall satisfaction of the customer is gained.
Here is a partial listing of those methods.
• Bi-annual customer satisfaction surveys via email.
• Customized customer satisfaction surveys available through web portal. • Regular customer visits, schedule to be determined.
• Quarterly program performance reviews.
• Weekly Connection/Sourcewell conference calls.
• Ongoing Connection/ Sourcewell calls regarding technology and customer needs. • Weekly Connection staff meetings.
• Quarterly Connection management reviews.
66 Describe your capability to report Sourcewell
member purchases of products with
environmentally preferred attributes (e.g., eco-
labeled, rated or certified).
Connection is able to report on various environmentally preferred certifications, like Energy Star, EPEAT, RoHS, UL / GreenGuard, TUV, TCO, China Energy Label (CEL), FCC Certification, etc., provided that Sourcewell outlines the specific certifications for which reporting is required, in advance and prior to building the reporting template. 67 Describe your capability to identify third -party
issued eco-labels, ratings or certifications for
the equipment or products within your catalog
related to energy efficiency or conservation,
life -cycle design (cradle -to -cradle), or other
green/sustainability factors.
Anytime third -party issued eco-labels, ratings or certifications for the equipment or products withir provided to us by the manufacturer in electronic form, we include it on our website. We also u In addition, Connection's account managers attend regular manufacturer meetings and training sessions, so they are kept informed of the latest "green" technology product offerings. 68 Describe your strategy related to the
implementation and management of multiple
cooperative purchasing contract awards, if
applicable.
Connection has managed multiple cooperative contract awards in the past. We've always taken the approach to simply ask the customer which contract vehicle(s) is important to them. We prefer to leave these types of decisions up to the customer. Additionally, we have always taken the approach that we appreciate loyalty. When we partner with a cooperative on a given opportunity, we see this partnership through. We are continually praised by manufacturers and other cooperatives about the level of integrity at which we conduct business. What is of greatest value to the customer is always most important. 69 Identify any reseller certification(s) (or similar
third -party validation of technical expertise)
that your organization has attained, if any.
Connection is an authorized reseller of products from over 1,600 manufacturers and has achieved premier certification status with several top manufacturers. These certifications allow us to offer enterprise -class service, access to volume pricing and in -demand products, software licensing programs, and more. Please reference the Certifications and Authorizations brochure attachment and product line card for additional details. 70 Summarize your current approach to serving Sol.
for- profit) and plans to grow utilization of your
Upon notification of award, Connection will work with Sourcewell and its Members to prepare a comprehensive sales growth and communication strategy. Today, Connection staffs a sales director for each vertical market. These vertical leads are solely responsible for the creation and implementation of a growth strategy. Each of these vertical leads will work with Sourcewell to create specific strategies for each vertical within the SLED space. Examples of these strategies may include, but not be limited to, regional vertical -specific one -to -many events, vertical -specific call -out campaigns, vertical -specific solution training via Webex, and Sourcewell Member -specific pricing on a particular solution or product. Connection continuously looks for ways to improve the end user experience.
Much of the superior service end users experience today is owed, in great part, to our end users. We did not become a world class company on our own. The wants and needs of the customers drove us to continually look for ways to, not only improve the end user experience, but also to expand the solutions and services we offer to the end user community. Connection will work with Sourcewell to continue this approach, which will enable Connection to offer an ever -improving experience to the Sourcewell Members.
Exhibit 2
517
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
Documents
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." • Financial Strength and Stability - Financial Strength and Stability - Connection.pdf - Tuesday August 13, 2019 10:47:00 • Marketing Plan/Samrales - Sourcewell Marketing Plan and Samples - Connection.pdf - Wednesday August 14, 2019 08:23:33 • WMBE/MBE/SBE or Related Certificates -WMBE MBE SBE or Related Certificates - Connection.pdf- Tuesday August 13, 2019 10:31:04 • Warranty Information - Warranty Information - Connection.pdf - Tuesday August 13, 2019 14:46:19 • Pricing - Sourcewell Catalog Final - Connection.xlsx - Monday August 12, 2019 15:44:10 • S p_plemental Prici ©ocumentation�if needed) - Trade Secret Proprietary - Sourcewell Account Specific Pricing - Connection.xlsx - Wednesday August 14, 2019 11:49:29
Additional Document - Additional Documentation
Exhibit 2 518
DocuSign Envelope ID: C835377D-FB71-460A-9492-A73B366AFD02 Proposers Assurance of Comp
PROPOSER ASSURANCE OF COMPLIANCE
PROPOSER'S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge.
1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract.
2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP.
3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals.
4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal.
5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer -offered specifications, and with the other documents in this solicitation.
6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract.
7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act.
The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation.
F By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Robert Howard, President
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. c Yes No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
Exhibit 2 519
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 9.
TO:
FROM:
BY:
Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Paul Camacho, Chief
Efren Aguirre, Lieutenant
SUBJECT: CONSIDERATION OF RESOLUTION APPROVING A PROFESSIONAL SERVICES
AGREEMENT WITH PRI MANAGEMENT GROUP FORASSESSMENT OF THE POLICE
DEPARTMENT'S RECORDS UNIT
DATE: May 13, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Adopt the attached resolution; and
2. Approve the attached Professional Services Agreement with PRI Management Group for an assessment of the Police Department's Records Unit.
BACKGROUND/DISCUSSION:
The Bell Gardens Police Department ("Department") seeks an independent assessment of the Department's Records Unit operations to determine workload, operational requirements and appropriate staffing levels. The assessment will also enable the Department to identify areas of efficiency and establish structure and organization within the Records Unit.
On March 21, 2024, staff released a Request for Proposals (RFP) for Police Records Assessment. Five (5) submitted proposals to the City Clerk's Office:
1. 65th North Group
2. Deltawrx
3. The Future
4. JL Group, LLC
5. PRI Management Group
After rating and scoring the proposals, PRI Management Group was selected for the following reasons:
• Most qualified based on training and experience;
• Cost-effective; and
• Familiarity with current operating systems used by the police department.
The not -to -exceed amount for this Professional Services Agreement will be in the amount of $27,550.
CONCLUSION:
520
The Police Department is in need of professional services for an independent assessment of its Records Unit. The assessment will include evaluating workflows, utilization of existing resources, and other job functions.
FISCAL IMPACT:
If approved, the Professional Services Agreement will be for a not -to -exceed amount of $27,550. Funding has been budgeted in the police department's FY2023-24 via the Professional Services account 110-4440-2810.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-29
Exhibit 2 - PSA PRI Management Group
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 521
RESOLUTION NO. 2024-29
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES
AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND
PRI MANAGEMENT GROUP
WHEREAS, the City of Bell Gardens ("City") requires professional services from an independent consultant to conduct an assessment of the Police Department's Records Unit; and
WHEREAS, in accordance with Bell Gardens Municipal Code ("BGMC") Section
3.04.105, on March 21, 2024, the City released a Request for Proposal for Police Records Assessment ("RFP"); and
WHEREAS, the City received five (5) proposals; and
WHEREAS, after reviewing the proposals, City staff determined PRI Management Group is the most qualified consultant to provide the services requested based on their successful track record, familiarity with the City and expertise; and WHEREAS, the City desires to enter into a Professional Services Agreement with PRI Management Group for assessment of the Police Department's Records Unit.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporate them herein by this reference.
SECTION 2. The City Council hereby approves a Professional Services Agreement by and between the City and PRI Management Group, in a form approved by the City Attorney.
SECTION 3. The City Council hereby authorizes the City Manager to execute the Professional Services Agreement along with all documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
[Signatures on the following page]
Exhibit 1 522
Resolution No. 2024-29
PASSED, APPROVED, and ADOPTED this 13th day of May, 2024.
THE CITY OF BELL GARDENS
Gabriela Gomez, Mayor
APPROVED AS TO FORM: ATTEST:
Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk
Exhibit 1 523
Resolution No. 2024-29
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
3 of 3
Exhibit 1 524
2024
PROFESSIONAL SERVICES AGREEMENT
(Engagement: Police Department Records Unit Assessment) (Parties: PRI Management Group and City of Bell Gardens) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2024 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and PRI MANAGEMENT GROUP (hereinafter, "CONSULTANT").
For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires professional consulting services from an independent consultant to conduct an assessment of the CITY's Police Department's Records Unit; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I.
ENGAGEMENT TERMS
1.1 SCOPE OF WORK:
A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled "Request for Proposals Police Records Assessment" (hereinafter, "CITY RFP") dated March 21, 2024, and the written proposal of CONSULTANT entitled "City of Bell Gardens, California Request for Proposals for Police Records Assessment 2024" (hereinafter, the "CONSULTANT PROPOSAL") dated April 18, 2024. The CITY RFP and the CONSULTANT PROPOSAL are attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL.
The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT 1 Exhibit 2 525
PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.
1.2 PROSECUTION OF WORK:
A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within three (3) calendar days of CITY's issuance of a Notice to Proceed. CONSULTANT shall complete the various tasks identified in the Scope of Work within the timeframes set forth in the Scope of Work and shall complete all of the Work by or before February 28, 2025 (the "Completion Date"); B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees; and
E. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with their "Cost and Pricing" (hereinafter, the "COMPENSATION RATE") which can be found commencing on page 15 of the CONSULTANT PROPOSAL. The foregoing notwithstanding, CONSULTANT's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of TWENTY-SEVEN THOUSAND FIVE HUNDRED FIFTY DOLLARS ($27,550) (hereinafter, the "Not -to -Exceed Sum") during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT's charges are projected to exceed the Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section 1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out- of-pocket expenses incurred. If the amount of CONSULTANT's compensation is a function of hours worked by CONSULTANT's personnel, the invoice should 2 Exhibit 2 526
indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice.
Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVE: The CITY hereby designates Chief Paul Camacho (hereinafter, the "City Representative") to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Ed Claughton, CEO, to act as its representative for the performance of this Agreement (hereinafter, "Consultant Representative"). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.
3 Exhibit 2 527
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT's profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative;
C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT's employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at 4 Exhibit 2 528
CONSULTANT's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULTANT or on CONSULTANT's behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.
2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or 5 Exhibit 2 529
different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT's exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY 6 Exhibit 2 530
in writing.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT's profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and 7 Exhibit 2 531
authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT'S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT's insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any Work. Upon CITY's written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.
3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, 8 Exhibit 2 532
insurer, coverage, or other special circumstances.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "City Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONSULTANT's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the City 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 CONSULTANT's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to either pay CITY promptly for any costs associated with CONSULTANT's obligations to indemnify the City Indemnitees under this Article, or related to CONSULTANT's failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in 9 Exhibit 2 533
the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.
4.6 CITY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY's intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.
CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), 10 Exhibit 2 534
an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2(B) and 5.2(C), below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10 -day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(i) that exceeds seven (7) calendar days from the end of the initial 10 -day cure period; or ii. Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14 -day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14 -day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a 11 Exhibit 2 535
reasonable time; (iii) CONSULTANT's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within forty- five (45) calendar days of CONSULTANT's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45 -day cure period. Prior to the expiration of the 45 -day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45 -day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT's performance under this Agreement pending
CONSULTANT's cure of any Event of Default by giving CONSULTANT written notice of CITY's intent to suspend CONSULTANT's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
12 Exhibit 2 536
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and 13 Exhibit 2 537
Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT:
PRI Management Group
150 Alhambra Circle, Ste. 1270
Coral Gables, FL 33134
Attn: Ed Claugton, CEO
Phone: 305-460-0096
CITY:
City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: Chief Paul Camacho,
Police Department
Phone: 562-806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another, and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts 14 Exhibit 2 538
with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6.13 NO THIRD -PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
15 Exhibit 2 539
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or 16 Exhibit 2 540
typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and two original counterparts will be retained by CITY. (SIGNATURES ON NEXT PAGE)
17 Exhibit 2 541
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS: PRI MANAGEMENT GROUP:
By: By:
Name: Name:
Title: Title:
Date: Date:
APPROVED AS TO FORM:
By:
Stephanie Vasquez, City Attorney
18 Exhibit 2 542
EXHIBIT "A"
CITY RFP
19 Exhibit 2 543
REQUEST FOR PROPOSALS
Police Records Assessment
RFP Release Date
Thursday, March 21, 2024
Proposal Submittal Deadline
Thursday, April 18, 2024
Contact Person:
Efren Aguirre, Lieutenant
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
eaguirre anbgpd.orq
(562) 806-7648
Exhibit 2 544
TABLE OF CONTENTS
7100 Garfield Avenue
Bell G
dens, CA 9020''
562) 806-7700:•www. el
dense
TABLE OF CONTENTS 2
INTRODUCTION 2
SUBMITTAL PROCEDURES/DEADLINE 4
SCHEDULE 4
TERMS, AND CONDITIONS 4
BACKGROUND Error! Bookmark not defined.
SCOPE OF SERVICES 8
CITY OF BELL GARDENS RESPONSIBILITY 9
PROPOSAL FORMAT AND CONTENT REQUIREMENTS 9
EVALUATION CRITERIA 10
CONSULTANT SELECTION PROCESS 11
SAMPLE PROFESSIONAL SERVICES AGREEMENT Error! Bookmark not defined.
Exhibit 2 5245
The City of Bell Gardens ("City") invites qualified and experienced Police Records Consultants to submit proposals for providing assessment services for our City of Bell Gardens Police Department's Records Unit ("Department"). We are seeking an independent assessment of the Department's records management business processes.
The assessment will evaluate workflows, utilization of existing resources, and appropriate staffing levels suitable for the Department size, workload and other job functions.
Over the last several years our Department has seen an increase in workflow with the implementation of several new systems, such as, Spillman, Lenslock, National Incident Based Reporting System, Racial and Identity Profile Act, Public Records Act and Discovery request. The increase in workload has overwhelmed our staff and created a backlog, which translated to late reporting in several areas.
The primary objective of this RFP is to identify a Consultant capable of delivering an accurate assessment. Document procedures within the records unit to establish clear records management processes. Review, quantify, and document workload. Provide recommended changes, if any, to workflows, business process, and operational approaches by the assessment and document their impact on operations. Determine if any operational improvements could be made and how they might impact required staffing levels. Conduct a staffing analysis based on findings to include recommendations for current and future levels accounting for growth and demand; this includes detailed analysis of time and quantity measures. The selected Consultant will be responsible for providing a detailed assessment and develop a plan of action.
Estimated project time, 3-4 months, to provide a full description of assessment methodologies, information source tracking, detailed textual and graphical findings, objective recommendations based on findings and reference material. Upon completion, a presentation will be provided to staff summarizing project findings and options moving forward.
The City reserves the right to accept or reject any or all responses received in response to this request. The City also reserves the right to waive any informality, technical defect or clerical error or irregularity in any response. The City's potential award of an agreement will not be based on any single factor, nor will it be based solely or exclusively on the lowest cost proposal. If an agreement is awarded, it will be awarded to the Consultant who in the judgment of the City has presented an optimal balance of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal is best for the City. Additionally, the City may, for any reason, decide not to award an agreement based on this RFP. The City reserves the right to cancel this RFP. The City shall not be obligated to respond to any responses submitted, nor be legally bound in any manner by the submission of the response. The City reserves the right to negotiate deliverables and associated costs.
Exhibit 2 5,{.6
SUBMITTAL PROCEDURES/DEADLINE
Proposals must be submitted electronically via email to cityclerkdesk(a�bellgardens.orq no later than 5:00 p.m. on Thursday, April 18, 2024. The subject line should read "Police Records Assessment" Late proposals will not be considered. If the proposal includes any comments over and above the specific information requested in this RFP, such information should be included as a separate appendix and placed at the end of the proposal.
SCHEDULE
The tentative schedule for this RFP is as follows:
RFP Available Online
Thursday, March 21, 2024
Proposal Due Date
Thursday, April 18, 2024, 5:00 PM.
Proposal Review Period
Monday, April 22, 2024 —
Thursday, May 9, 2024
Council Action/ Approval of Contract Monday, May 13, 2024 *The schedule above is tentative and subject to change at the discretion of the City, with appropriate notice to prospective Proposers. Please check the Bell Gardens website for the latest updates at https://www.bellgardens.orq/i-want-to/view-bids-rfps/rfps-and-bids .
All times are in pacific standard time (PST).
TERMS AND CONDITIONS
PROFESSIONAL SERVICES AGREEMENT
Upon conclusion of the RFP process, the Police Department will recommend a proposer to the City Council. The successful Proposer will be required to enter into a Professional Services Agreement with the City. A copy of the City's Professional Services Agreement is attached and incorporated as Exhibit "A" and a sample for proposers to review the terms and conditions prior to submitting a proposal. The proposal process, agreement Exhibit 27
negotiations and execution, and subsequent actions will be conducted by the City in accordance with applicable law. Proposers should carefully review this document, which constitutes the formal RFP, to ensure a clear understanding of the City's needs and objectives and scope of work. The sample Professional Service Agreement (Exhibit "A") is not to be completed by proposers.
GENERAL INSTRUCTIONS, TERMS AND CONDITIONS
A. Proposals shall be prepared to simply and economically, provide a straightforward, concise description of the Proposer's ability to meet the requirements of this RFP. Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and an understanding of City's objectives.
B. Proposers shall carefully read the information contained in this RFP and shall submit complete responses to all requirements and questions as directed.
Incomplete proposals may be considered non -responsive and may be rejected in the City's discretion. The submission of a response to this RFP shall be deemed a representation and certification by the Proposer that it has read and understood the RFP, has investigated all aspects of the RFP, and is aware of the applicable facts pertaining to the RFP process, its procedures and requirements. No request for modification of the responses to this request shall be considered after its submission on grounds that the Proposer was not fully informed as to any facts or condition.
C. Consultants should be aware that the RFP and the contents of the successful proposal will become a part of any subsequent contractual documents that may arise from this RFP. Following the Proposal Submission Deadline, the City, pursuant to the California Public Records Act (Govt. Code Section 6250 et seq.) reserves the right to make copies of all submitted proposals available for inspection and copying by any interested member of the public, except to the limited extent the City determines that any information contained in a proposal is legally privileged under the California Public Records Act. By submission of a proposal, Proposers acknowledge and agree that their proposal and any information contained therein may be disclosed by the City to interested members of the public, including other proposers. All responses to the RFP received become a matter of public record and shall be regarded as public records, with the exception of those elements in each proposal which are defined by the Proposer as business or trade secrets and plainly marked as "Confidential," "Trade Secret," or "Proprietary." The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as "Confidential," "Trade Secret," or "Proprietary" or if disclosure is required under the Public Records Act. Any proposal which contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary" shall be regarded as nonresponsive.
Exhibit 2 5348
D. Consultant shall be solely and exclusively responsible for all costs incurred in connection with the preparation and submission of the proposals; demonstrations; interviews; preparation of responses to questions and requests for additional information; for contract discussions; or for anything in any way related to this RFP. The City is not liable for any costs incurred by a proposer in response to this RFP. Whether or not a Consultant is awarded an Agreement pursuant to this RFP, no proposer shall be entitled to reimbursement for any costs or expenses associated with the Consultant's participation in this RFP process. Failure to comply with all requirements contained in this RFP may result in the rejection of a proposal.
E. The City operates and is funded on a fiscal year basis. Accordingly, the City reserves the right to terminate, without any liability, any Agreement for which funding is not available.
F. The City shall not be responsible for any verbal communication between any employee of the City and any proposing Consultant. Only written requirements and qualifications will be considered. No oral statement of any person shall modify or otherwise change, or affect the terms, conditions, or specifications stated in the resulting contract.
G. Receipt of an addendum of the RFP by a proposal must be acknowledged by submitting the signed addendum with the proposal.
H. A proposal may be modified or withdrawn in person at any time before the scheduled due date, provided a receipt for the withdrawn proposal is signed by the Proposer's authorized representative. The City reserves the right to request proof of authorization to withdraw a proposal. Proposals may not be withdrawn after the proposal closing date and each Consultant agrees to this stipulation upon submittal of its proposal. However, all proposals are subject to negotiation before an agreement is awarded as further described below.
The City may, in the evaluation of proposals, request clarification from Proposers regarding their proposals, obtain additional material or literature, and pursue other avenues of research as necessary to ensure that a thorough evaluation is conducted.
J. By submitting a proposal in response to this RFP, the Proposer accepts the evaluation process and acknowledges and accepts that determination will require subjective judgments by the City.
K. Negotiations may be conducted with responsible Consultants who submit proposals that are reasonably susceptible of being selected. All Consultants reasonably susceptible of being selected based on criteria set forth in this RFP may be given an opportunity to make a presentation and/or interview. Although Exhibit 2 Et9
this process will ultimately result in the award of a single agreement, the City reserves the right to negotiate an agreement with more than one Proposer.
L. The City of Bell Gardens expects the highest level of ethical conduct from Proposers, including adherence to all applicable laws and local ordinances regarding ethical behavior.
M. The City reserves the right to reject any and all proposals received as a result of this RFP. The City's potential award of an Agreement will not be based on any single factor nor will it be based solely or exclusively on the lowest cost proposal.
If an Agreement is awarded, it will be awarded to the Consultant who in the judgment of the City, has presented an optimal balance of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal(s) is best for the City. The City reserves the right to cancel or modify this RFP. There is no guarantee that the City will award an Agreement.
N. If an agreement cannot be reached with the highest ranked Proposer, City reserves the right to terminate negotiations with that party and enter negotiations with the next highest ranked Proposer.
O. Factors such as, but not limited to, any of the following may be considered just cause to disqualify a response to the RFP without further consideration:
• Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms, or conditions of this proposal;
• Any attempt to improperly influence any member of the selection staff; • Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and the City;
• Evidence of incorrect information submitted as part of the RFP; • Evidence of Proposer's inability to successfully complete the responsibilities and obligations of the proposed scope of work; and • Proposer's default under any agreement, which results in termination of the Agreement.
P. Acceptance of any proposal is contingent upon the Proposer's certification and agreement by submittal of its offer, to comply and act in accordance with all provisions of the City's Municipal Code.
Q. The successful Proposer shall not discriminate, in any way, against any person based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, or any other protected classification in connection with or related to the performance of the Agreement.
R. Any questions or clarification related to the contents of the RFP must be submitted to Lieutenant Aguirre at the Bell Gardens Police Department at least five (5) calendar days prior to the due date of proposals. Oral explanations or instructions Exhibit 2 5,50
given prior to the opening of the offer shall not be binding. The City shall issue any official Addendums in writing or via https://www.bellgardens.org/i-want-to/view- bids-rfps/rfps-and-bids to all Proposers.
The selected Proposer will provide the services as described in the Scope of Service.
COPE OF SERVICES
The selected Proposer agrees to perform an independent assessment for the Department at all times in accordance with industry standards and standards set by City needs.
The selected Proposer must be able to complete the assessment within 12 weeks from the effective date of the agreement and shall be responsible for presenting a detailed report of their findings.
Requested Services include, but are not limited to the following:
A. Enter into an agreement with the City of Bell Gardens for Police Records Consulting Services.
B. Obtain all required permits and follow all local, state, and federal regulations.
C. Perform consulting for the Department as follows:
1. Documented records management procedures;
2. Obtaining a detailed staffing analysis based on time and quantity measurements of work tasks and the current and recommended workflows;
3. Graphical representations of the resulting data, including workflows, workloads, workload comparisons, and organizational structure; and
4. Based on the metrics obtained from the analysis, the number of required personnel to complete the records unit's work at any given time will be calculated.
E. Quality Assurance:
1. The selected Consultant must ensure that all services are of the highest quality. We may conduct regular inspections to ensure the services meet our standards.
F. Additional Requirements:
1. The selected Consultant must also be capable of providing an accurate assessment in a timely manner.
Exhibit 21
CITY OF BELL GARDENS RESPONSIBILITY
The City will provide access to the City facility in order to perform the service. All equipment / materials, included but not limited to computers, computer programs and note taking materials needed to perform the service must be provided by the Proposer.
The Proposer will incur any liability during the course and scope of the proposed service.
PROPOSAL FORMAT AND CONTENT REQUIREMENTS
The following instructions describe the form in which proposals should be submitted.
Responses to the following items will be used for proposal evaluation. Proposals that do not contain responses to each of the requirement items may be considered incomplete and may be rejected.
Proposal documents should provide a straightforward, concise description of the Proposer's capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness, clarity of content, and conveyance of the information requested by the City. The requirements stated do not preclude a Proposer from furnishing additional reports, functions, and costs as deemed appropriate.
The proposal should contain the following six (6) elements describing how the Proposer will perform the assignment:
Transmittal Letter:
a. A letter of transmittal signed by an individual authorized to bind the proposer stating the proposer has read and will comply with all terms and conditions of the RFP. The transmittal letter will contain, at a minimum: a) company name and address; and b) an executive summary briefly describing the proposer's ability to perform the work requested, a history of the Proposer's background and experience providing services. b. Conflict of Interest Statement: The Proposer shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement. Particular attention should be paid to compliance with Government Code section 1090.
2. Management and Staffing:
Describe the management and staffing configuration to be utilized to complete the scope of services. Describe the qualifications of staff, their Exhibit 2 52
title, and types and amount of equivalent experience. The proposal must indicate who will have primary responsibility for this service.
3. Cost and Pricing:
a. Include a detailed pricing structure for the services, including any discounts or packages available. All items must be itemized in detail. The total cost must be expressed as a "Not to Exceed" amount for items A -F under the "Scope of Services" section in this RFP.
4. Additions or Exceptions:
a. A single and separate section with the heading "ADDITIONS OR EXCEPTIONS TO THE CITY'S REQUEST FOR PROPOSAL" containing a complete and detailed description of all the Proposer's exceptions to the provisions and conditions of the attached City standard professional services contract.
5. Pending Litigation:
a. Include an explanation and status, if in the last five years, the firm or an office or principal of the firm has been involved in any substantiated complaints, litigation, legal proceedings, or investigations by a regulatory authority.
6. Insurance:
a. Evidence of commercial liability, professional liability, and workers compensation insurance coverages must be included. Insurance requirements are listed on the sample agreement attached as Exhibit "A."
EVALUATION CRITERIA
The award of this agreement will be made to the most qualified Proposer whose proposal complies with the prescribed requirements. The City reserves the right to reject any or all proposals and to waive any technical errors, irregularities, or discrepancies, if to do so is deemed to serve the best interests of the City. In no event will an award be made until all necessary investigations are made as to the responsibility and qualifications of the Consultant to whom it is proposed to make such an award.
Proposals will be reviewed and evaluated by the Department and City staff and ranked based on qualifications, expertise, and cost-effectiveness.
If further clarifications or negotiations are required, on -site or virtual interviews may be conducted. Participation in these interviews will be at the expense of the Proposer(s).
The interview panel will be made up of staff members or representatives from the City.
Recommendations will be forwarded to the City Council for final selection and award.
Exhibit 2 5j3
Proposals failing to provide sufficient information and assurances of performance to adequately assess each category of the required services and/or failing to comply with the requirements and conditions of this RFP may not be given further consideration.
Each proposal will be considered along with those of other responding Proposers, with respect to ability to perform effectively and efficiently those Scope of Services outlined above.
Close coordination with the City is required to assure that all requirements will be met.
The City reserves the right to withdraw this RFP at any time without any prior notice.
Further, the City makes no representations that any Agreement will be awarded to any Proposer responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any or all proposals responding to this RFP without indicating any reasons for such rejection(s).
SELECTION PROCES;
All proposals submitted by the required deadline will be reviewed for adequacy, completeness, content, project approach, qualifications and other criteria developed during the review process.
The Agreement will be awarded to the Proposer deemed by the City to be the best qualified for the scope of services. Proposers are encouraged to elaborate on their qualifications, performance data, and staff expertise relevant to the proposed project.
Exhibit 2 5A4
EXHI T "A"
Exhibit 2 555
2024
PROFESSIONAL SERVICES AGREEMENT
(Engagement:
(Parties:
Viand City of BeII Gardens)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2024 (hereinafter, the
"Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and (hereinafter, "CONSULTANT"). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires professional consulting services and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the BeII Gardens City Council at its Regular Meeting.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I .
ENGAGEMENT TERMS
1.1 SCOPE OF WORK:
A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Pro osals of CITY entitled " °n,.� " (hereinafter, "CITY RFP") dated and the written proposal of CONSULTANT entitled
(hereinafter, the "CONSULTANT Proposal") dated
The CITY RFP and the CONSULTANT PROPOSAL are
attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the Exhibit 2 556
provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.
1.2 PROSECUTION OF WORK:
A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within three (3) calendar days of CITY's issuance of a Notice to Proceed. CONSULTANT shall complete the various tasks identified in the Scope of Work within the timeframes set forth in the Scope of Work and shall complete all of the Work by or before (the "Completion Date");
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees; and
CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with (hereinafter, the
"COMPENSATION RATE"). The foregoing notwithstanding, CONSULTANT's total compensation for the performance of all Work contemplated under this A reement will not exceed the total budgeted aggregate sum of (hereinafter, the "Not -to -Exceed Sum")
during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT's charges are projected to exceed the Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT's performance pending CITY's approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section 1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out- of-pocket expenses incurred. If the amount of CONSULTANT's compensation is a function of hours worked by CONSULTANT's personnel, the invoice should indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice.
Exhibit 2 557
Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY'S REPRESENTATIVE: The CITY hereby designates
(hereinafter, the "City Representative") to act as its
representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement.
CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates to act as its representative for the
performance of this Agreement (hereinafter, "Consultant Representative").
Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will Exhibit 2 558
be subject to inspection and approval by City Representative or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT's profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Work within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Work performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative;
C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with the Work. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
All of CONSULTANT's employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to Exhibit 2 559
correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULTANT or on CONSULTANT's behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT's profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT's duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY's prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement, Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.
2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing Exhibit 2 560
the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT's exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.
2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants are determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.
2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.
2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
Exhibit 2 561
III .
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT's profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from Exhibit 2 562
insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition of the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT'S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT's insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees agents and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any Work. Upon CITY's written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.
3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Exhibit 2 563
Iv.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "City Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.
Notwithstanding the foregoing, to the extent CONSULTANT's Work are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the City 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 CONSULTANT's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to either pay CITY promptly for any costs associated with CONSULTANT's obligations to indemnify the City Indemnitees under this Article, or related to CONSULTANT's failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees Exhibit 2 564
to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.
4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY's intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.
CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to Exhibit 2 565
the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2(B) and 5.2(C), below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the Event of Default within the following time periods:
Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY's employees or agents under this Agreement.
Prior to the expiration of the 10 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10 -day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(i) that exceeds seven (7) calendar days from the end of the initial 10 -day cure period; or Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14 -day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14 -day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) Exhibit 2 566
the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within forty- five (45) calendar days of CONSULTANT's issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45 -day cure period. Prior to the expiration of the 45 -day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45 -day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT's performance under this Agreement pending
CONSULTANT's cure of any Event of Default by giving CONSULTANT written notice of CITY's intent to suspend CONSULTANT's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
Exhibit 2 567
Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in Exhibit 2 568
writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT:
CITY:
City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn:
Phone: 562-806-7700
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all Exhibit 2 569
provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
67 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, the venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS' FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6A3 NO THIRD -PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6A4 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
Exhibit 2 570
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay.
The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT's sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be Exhibit 2 571
valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and two original counterparts will be retained by CITY. (SIGNATURES ON NEXT PAGE)
Exhibit 2 572
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF BELL GARDENS:
By: By:
Name: Name:
Title:
Date:
APPROVED AS TO FORM:
By:
Stephanie Vasquez, City Attorney
Title:;
Exhibit 2 573
EXHIBIT "A"
CITY RFP
Exhibit 2 574
EXHIBIT "B"
CONSULTANT PROPOSAL
Exhibit 2 575
EXHIBIT "B"
CONSULTANT PROPOSAL
20 Exhibit 2 576
CITY OF BELL GARDENS,
CALIFORNIA
REQUEST FOR PROPOSALS FOR
POLICE RECORDS ASSESSMENT
RFP - Police Records Assessment 2024
Primary Contact:
Ed Claughton
150 Alhambra Circle, Suite 1270
Coral Gables, FL 33134
(305) 460 0096 I
edna oolicerecordsmanaaement.com
Submitted to:
City of Bell Gardens
Lieutenant Efren Aguirre
7100 Garfield Avenue
Bell Gardens, CA 90201
Submitted by:
PRI Management Group
150 Alhambra Circle, Ste, 1270
Coral Gables, FL 33134
LAW ENFORCEMENT INFORMATION
MANAGEMENT TRAINING & CONSULTING
Compliance. Performance. Modernization.
PRI
POLICERECORDSMANAGEMENT.COM
PRI Management Group Response to RFP Police Records Assessment 2 MANAGEMENT AND STAFFING: 5
COST AND PRICING: 14
ADDITIONS AND EXCEPTIONS: 15
PENDING LITIGATION: 15
INSURANCE: 15
APPENDIX 16
APPENDIX A -CERTIFICATE OF INSURANCE 17
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PRI Management Group Response to RFP Police Records Assessment 3 April 18, 2024
Efren Aguirre, Lieutenant
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Re: RFP Police Records Assessment
To Whom It May Concern:
Our legal company name is Police Records and Information Management Group (DBA PRI Management Group or "PRI"). Our headquarters are at 150 Alhambra Circle, Suite 1270, Coral Gables, FL 33134. Mr. Ed Claughton, President/CEO, serves as the primary contact for this project. He can be reached at [email protected] or (305) 460-0096 Ext. 405.
One of the greatest challenges surrounding law enforcement records management operations is reaching the hearts and minds of officers, records personnel, supervisors, and everyone in between to buy into the meaning and importance of information management. Today's records department's must have a focus on quality control, compliance, and efficiency, while operating at peak performance utilizing a combination of sound business process and technology, absent redundant and outdated procedures. At the same time, it must have an appropriate level of staffing to enable this focus to persist over time. As just one example of the need for the right combination of process, performance, and human resources, the litigious nature of a police department's response to public records requests is at an all-time high. Lawsuits against police departments are common when they fail to provide public records within legally mandated time periods, mismanage information, or produce inaccurate data. This is where law enforcement agencies across the country turn to PRI.
Since 2008, our consulting and training services have catered exclusively to U.S. law enforcement agencies. This includes conducting staffing assessments, records assessments, business process reengineering, systems administration, and auditing. Our company is dedicated solely to assisting law enforcement in achieving compliance, accuracy, and cost- effective management of records, data, and systems. One of our primary services is records assessments for police records operations. Unlike many consulting firms offering generalized management expertise, we maintain a specialized focus on police records operations.
Our approach to bringing success to our clients is to see our work through the lens of the customer. We know that records personnel need to achieve their information management responsibilities with the highest level of productivity. tx
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PRI Management Group Response to RFP Police Records Assessment 4 You will see herein that we have a team with the requisite knowledge, skills, abilities, and backgrounds to provide the Bell Gardens Police Department with the highest caliber consulting services available in this very specific field. This project represents the core of our offerings. It is what we do. It is what we specialize in, better than anyone else. We have conducted these exact types of projects for various agencies around the U.S.
Our number one goal is to achieve project success on your behalf. Our experience working as records managers, CAD/RMS systems administrators, IT analysts, NIBRS program managers and instructors, police officers, detectives, commanders, and grant administrators provides you with the perfect combination of expertise needed for this project. We believe it is not the consultant's titles listed on the resume or the number of committees they have sat on that matters. It isn't their association memberships that qualifies them as experts. It isn't their ability to fill the pages with exaggerated claims of expertise that proves the depth of their knowledge.
Unfortunately, many consultants do this.
What truly matters is the real -world experience, integrity and passion for the work and the customer. We are passionate about law enforcement and doing things right. What brings success to you, the client, is obtaining the services of people who have done the work, on the job, that you are requesting assistance with. PRI is a company built for exactly what this project involves.
PRI hereby declares that it does not have any financial, business, or other relationship with the City of Bell Gardens. This affirmation is in strict accordance with Government Code Section 1090, which prohibits officers, employees, or agencies from participating in government contracts where they have a financial interest. PRI ensures full compliance with these regulations to maintain the integrity and impartiality of the agreement process.
Please contact us with any questions and we look forward to serving you.
Sincerely,
Err C/acf hto;
Ed Claughton, CEO
PRI Management Group
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PRI Management Group Response to RFP Police Records Assessment 5 Management and Staffing:
Key Personnel
PRI is uniquely qualified to fulfill the requirements and perform the tasks needed to achieve the desired results for a project such as this. Our ground level to command level experience in public safety and subsequent work in management consulting with a laser -like focus on information management operations is without peer.
The consultants who will work on this project to its completion include individuals who have over the course of their careers worked in various capacities including as:
• Police records sergeant and NIBRS program manager;
• Police technical services commander;
• Police records manager;
• Police IT systems administrator;
• Management consultant;
• Project manager;
• Police grants administrator;
• Police records/NIBRS/report writing instructor;
• Policy writer.
Unlike other consulting firms, the team at PRI is comprised of employees who specialize in this field- not individual contractors assembled to work on the project.
Ed Claughton: Project Manager/Lead Consultant
The primary responsibility for this project will be Mr. Ed Claughton, President of PRI Management Group. Mr. Claughton's email address is [email protected] and he can be reached at (305) 460-0096 Ext. 405.
Lt. Ed Claughton (ret.) is a 20 -year veteran of law enforcement with a specialization in records management, communications, and technology. He is a highly regarded and well -respected expert in the field of law enforcement records management. As President of PRI, the nation's leading police records and IT consultancy, Ed has managed and provided training and consulting engagements to numerous police agencies since 2008, assisting with complex IT projects, records management assessments, staffing studies, and crime statistic audits.
Education
• Master of Science in Criminal Justice, Boston University • Bachelor of Arts in Political Science, Loyola University New Orleans • Certificate in Public Records, Florida State University tx
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PRI Management Group Response to RFP Police Records Assessment 6 • FBI Law Enforcement Executive Development Association, Executive Development Program
• 1500+ hours of in-service training
Ed has worked in project management, business process, technical analysis, and procurement roles for various clients. His core expertise includes police records management and reporting workflow, quality control, process re -engineering, public records, and UCR/NIBRS compliance and reporting.
Ed led PRI to national prominence after the company was hired in several high -profile projects involving crime reporting issues at the Milwaukee Police Department and Metropolitan Nashville Police Department. Ed audited these agencies' crime stats, reviewed their reporting procedures and RMS code tables to ensure proper reporting and NIBRS compliance. He has been published in various news articles, magazines and online publications including the book, "Modernizing the Nation's Crime Statistics" and the article titled "What's Really Going on With Crime Rates" in Police Magazine.
He is a selected speaker for the IACP and various police chief and records associations and teaches various police records training programs including "Eliminating Risk and Liability in Records", a curriculum based on data -driven approaches to managing a records department.
He has worked as a police officer, detective, sergeant, lieutenant, and commander.
Professional Experience
• President & CEO: PRI Management Group, the nation's premier law enforcement information management consultancy. Founded in 2008.
• Auditor: Crime statistic and police reporting procedure. Conducted large scale crime data and reporting audits. Engaged by agencies accused of falsifying crime statistics or requiring routine audits including Nashville, Milwaukee, Pittsburg CA, and Tallahassee police departments.
• Industry Expert: Consultant specializing in police reporting and records management systems and process improvement, UCR/NIBRS, public records law. Presenter for International Association of Chiefs of Police, Michigan Law Enforcement Records Association, CA Law Enforcement Association of Records Supervisors, Florida Property & Evidence Association, Louisiana Chiefs of Police Association. • Industry Expert: Featured in Police Magazine, Law Officer Magazine, Fox News 58, Houston Chronicle, Journal Sentinel, GCN Magazine.
• Expert Trainer: Developed and presented proprietary training courses for police agencies across the U.S. in public records, UCR/NIBRS and records management. tx
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PRI Management Group Response to RFP Police Records Assessment 7 Relevant Law Enforcement Experience
• Records and Data Management Unit Sergeant, Coral Gables, FL Police leading a team of records management and IT staff responsible for the management of agency -wide records and data, systems administration, public records legal compliance and UCR reporting. Served as UCR Program Manager.
• RMS/Mobile System Administrator responsible for system configuration, maintenance, data management, and quality control with oversight of agency's IT infrastructure.
Managed various law enforcement software programs including RMS/MCT/MFR, electronic arrest, citation and booking modules.
• Accreditation and Policy Lieutenant responsible for legal research and departmental compliance. Managed and drafted policy revision and submissions for command staff, inventoried and monitored CALEA proofs and standards compliance, and worked with CALEA assessors during re -accreditation. Achieved Gold Standard Accreditation. • Project Manager for implementation of P2C (Police to Citizen) internet web -portal that provides citizens the ability to search, retrieve and print public records including incident, accident, arrest, and dispatch information/reports via a web -browser. • Project Manager for implementation of regional data sharing program, Florida Integrated Network for Data Exchange & Retrieval (FINDER) allowing for real-time sharing of RMS data among Florida law enforcement agencies. Included execution of contract with program executives and other agencies approving access to departmental RMS systems.
• Project Manager for implementation of wireless citation program allowing officers to complete, print, and submit traffic citations in the field via a PDA with GPRS/EDGE connections using citation module. Worked with developer to customize software design and functionality and served as the beta test site for wireless handheld citation software and wireless printers.
• Project Manager for implementation of an electronic arrest module allowing officers to complete, print, and submit arrest reports from the field or a desktop computer.
Included administering electronic arrest program (maintenance, support, oversight of uptime and data management).
• Project Manager for implementation of an electronic booking module allowing officers to submit, retrieve, and review digital booking photos of suspects and associated reports in the station and in the field allowing for real-time sharing of criminal intelligence.
Included construction, installation, and administration of new booking facilities, cameras, workstations, and software/hardware maintenance. tx
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PRI Management Group Response to RFP Police Records Assessment 8 • Data Management Committee Chair responsible for recommending policy, protocol, and procurement of information technologies. This committee evaluates the technical needs of the department and develops recommended courses of action which affect departmental policy in the areas of reporting, systems security, user rights levels, and other technology related matters.
• Professional Standards Lieutenant: Oversight of training, budget, payroll, grants, personnel selection.
• Call Taker: one of five PSAP's in Miami -Dade County, FL Kirsty Jones: Consultant
Kirsty Jones is an experienced records manager with expertise in law enforcement records management, including creation, maintenance, usage, retention, and disposition along with public records disclosure and property/evidence management. Having worked in a variety of small and medium-sized agencies, including a consolidated 911 dispatch center and city and county law enforcement, she has developed a broad overview of records and information management in the public sector. Most recently, Kirsty was the Records/ID Administrator for the Whatcom County Sheriff's Office (WCSO) in Bellingham WA, where she oversaw a team of specialists responsible for firearms, licensing, public records disclosure, and property/evidence.
At WCSO, she spearheaded an initiative to implement public records software county -wide in addition to upgrading the property/evidence software. She developed policies and procedures in addition to numerous job aids to document how certain processes were done. Previously, she was the Records Manager at Clyde HiII Police Department (CHPD) in Clyde Hill, WA, a small agency where she handled all things records and evidence related in addition to serving as the state accreditation manager.
In just over two years, she transformed CHPD from an agency that had never purged records to one that met best practices in a variety of areas and became state accredited. A self -described "records nerd," she has long been fascinated by records management and its impact on history.
A lifelong learner, Kirsty has developed and taught classes for NAGARA, LEIRA, Washington's law enforcement records management association, and WAPRO, the state public records officer association.
Kirsty received her MEd in higher education as well as a BA in history from the University of North Texas. She is a Certified Records Manager (CRM), Information Governance Professional (IGP) and Certified Information Professional (CIP). She is also a Certified Public Records Officer (CPRO) in the state of Washington and holds the GARA certificate from NAGARA in addition to other certificates from AIIM and ARMA.
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PRI Management Group Response to RFP Police Records Assessment 9 The City of Bell Gardens is seeking an independent assessment of the police department's records department business processes. This assessment will cover various aspects, including evaluating workflows, reviewing the current utilization of existing resources, and determining appropriate staffing levels suitable for the department's size, workloads, and other job functions. The primary objectives are first to document procedures within the records department and establish clear records management processes.
Second, PRI will review, quantify, and document workload, providing recommended changes, if any, to workflows, business processes, and operational approaches identified during the assessment, and document their impact on operations.
Third, PRI will determine if any operational improvements can be made and assess how they will impact staffing levels.
Lastly, PRI will conduct a time and motion staffing analysis based on findings, including recommendations for current and future staffing levels to account for growth and demand.
PRI conducts detailed records assessments, as further detailed herein, by conducting an inventory of all work tasks to identify the scope of work conducted in Records, drafting as -is and to -be workflows, collecting quantifiable data on all work tasks, and determining the average time it takes to complete each one. We also assess current work schedules, overtime usage, and backlogs. Commonly known as a time and motion study, we provide these services strictly for police records operations. Our expertise in this area is unrivaled.
Once project team members from the Bell Gardens Police Department have been identified, at project initiation, PRI will draft planning documentation in collaboration with the project team to ensure availability of resources, confirm project timelines, identify project risk and prepare for a project kick-off meeting. This meeting will provide an opportunity to inform the project team of the governance structure, change management protocols, and communications strategy.
When performing these staffing and organizational assessments, we assess the client's approach to managing the information management lifecycle: the creation, collection, processing, maintenance, dissemination and disposition of records and data. A typical records operation encompasses work tasks related to:
o Incident, arrest, supplemental and traffic reporting submission, review, correction and approval
o Citations
o Case management
o Warrant processing
o Data entry
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PRI Management Group Response to RFP Police Records Assessment 10 o Document imaging
o Routing
o Public records requests
o Case filing
o Purging
o Court ordered injunctions, seals, expungements
o Court liaison and disposition
o Duplicate name merging
o NIBRS reporting
o CJIS auditing
o Validations
o Fingerprinting
o Background checks
o Subpoenas
o Requests for statistics
o Offender registrations
o Customer service
PRI will also assess how technology is leveraged, the extent of which, and proper use of can provide significant efficiency gains and enable compliance with crime reporting standards, records retention, and judicial process. This includes:
o Conducting a system utilization review to ensure the maximum use of existing systems and proper management of records and data.
o Review of the approach to retention, disposition and case management. o Draft and assess workflows within and between records, patrol, investigations, corrections, the court, the district attorney's office, and partner agencies.
PRI will provide an in-depth, data -driven staffing study that will provide quantifiable indicators of workload and required staffing levels needed to complete the work in Records according to existing work schedules, and proposed work schedules if change is recommended. Our staffing model includes incredibly detailed analysis and data which reveals the required number of personnel that are needed, broken down by each work task.
PRI will draft suggested to -be workflows, business process and operational approaches as indicated by the assessment and document their impact on operations, staffing, and the expected results from the recommended changes, which will be provided in a logical and prioritized worksheet. All findings and recommendations will be provided in a final report. tx
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PRI Management Group Response to RFP Police Records Assessment 11 Much work is required to provide agencies with sufficient information to bring clarity to the end goal and desired state. This requires planning and collaborative discourse coupled with strong leadership.
What We Will Do
• Carry out our work with professionalism and integrity; • Operate in an ethical and transparent manner;
• Provide a process and people centered focus throughout the project to manage conflict effectively and encourage participation;
• Ensure thorough communication occurs with all project stakeholders; • Build relationships that foster trust and mutual understanding; • Advocate on your behalf for responsible stewardship of all project funding and resources;
• Achieve a successful outcome to this project.
What We Won't Do
• Seek to drive up project costs and profit;
• Circumvent requirements placed on us;
• Fail to correct deficiencies;
• Conduct unethical practices in any way;
• Engage in political infighting;
• Allow our clients to take advantage of our team or capabilities.
In order to aid the records department in achieving the stated goals PRI proposes the following tasks and deliverables.
Project Planning
At project initiation, PRI will draft planning documentation in collaboration with the project team to ensure availability of resources, confirm project timelines, and prepare for a project kick-off meeting.
Assessment
PRI will then transition to the assessment work. We will meet with records staff to review workload, process, and technical gaps to implement the required re -engineering initiatives to enable refined approaches to records management for maximum efficiency gain. This phase encompasses the work necessary to assess the department's needs relative to the staffing analysis.
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PRI Management Group Response to RFP Police Records Assessment 12 Every project PRI takes on includes a very data -driven approach. Data analysis and KPIs allow us to assess how efficiently an agency is operating. We evaluate if these indicators are high, low, or inappropriate given the metrics provided in comparison to industry standard. Specifically, police records operations have two key performance indicators - report turn -around time and reporting error -rate.
The industry standard for report turnaround time is between one to two days. If it is higher than this 1 -2 -day standard, this is an indication of possible broken process and/or staffing shortages.
At the end of our analysis, we are able to determine the source of backlogs, causation (whether internal or external to the records department), and needed business process changes and/or staffing adjustments.
The reporting error -rate represents how many mistakes there are in police reports, even after supervisory review. If there are a high number of mistakes caught by records personnel requiring frequent corrections, the operation becomes backlogged.
Other performance indicators include:
o How long does it take to fulfill public records requests? o How long does it take to complete NCIC validations?
o How long does it take to review and approve records?
o The average volume of records processed on a daily basis In addition to performance indicators, we typically gather 40-50 additional data sets that reflect workload measures.
Task 1: Work task inventory
Our first step is to inventory every work task within the records department. All tasks will be entered into a tracking sheet which will be used to obtain the quantity and timing of each task conducted daily. This data would be extrapolated to provide for annual measurements, across each shift and work schedule.
Data gathering will occur over several weeks.
It is common to find room for improvement and opportunities for efficiency gains upon business process analysis, and thus process change becomes appropriate. There is no better time to eliminate the "that's how we've always done it" approach. We evaluate the 4 pillars of records operations:
o Business processes
o Performance
o Technology
o Compliance
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PRI Management Group Response to RFP Police Records Assessment 13 These four pillars are evaluated through the information management lifecycle framework including the who, what, when, where, why, and how of each step.
Information Management Lifecycle
a. Creation
6.Disposition
5, dissemination
Task 2: Business Process Analysis
2. Collection
3. Processing
4. Maintenance
PRI will document business processes, including current procedures, workflows, and protocols relative to records management. This includes drafting as -is and to -be workflows necessary to ensure business process alignment and best practice. These include but are not limited to:
• Report writing (incident, arrests, supplements), review, rejection, correction, submission • Case assignment and routing (internal and external)
• Case management procedure (status and disposition)
• NIBRS reporting
• NCIC validations
• Traffic reporting
• Persons, property, vehicle, address verification and duplicate merging • Case numbering
• Public records requests
• Record seal/expunge process
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PRI Management Group Response to RFP Police Records Assessment 14 • Document imaging
• Inter -agency information sharing
Task 3: Staffing and Work Schedule Analysis
In addition to optimizing business processes, PRI will provide an in-depth, data -driven staffing study allowing for quantifiable indicators of workload and specific numbers of required staff needed to complete the work in Records. This includes recommendations for current and future staffing levels accounting for changes in process.
PRI will assess the current work schedule and determine the staffing requirements under existing schedules across each shift, as well as what staff would be required for alternative optimized work schedules.
Lastly, PRI will assess the current organizational structure and recommend optimized work allocation and assignments.
Task 4: Document Findings
PRI will document all findings and provide workflows and a final report to the project team for review and feedback.
Deliverable 1: Work task inventory list
Deliverable 2: As -is and to -be workflows
Deliverable 3: Staffing model
Deliverable 4: Findings and recommendations report
Task 5: Presentation of Findings
PRI will provide a presentation to provide context to our findings and answer any questions.
Cost and Pricing:
Total All -Inclusive Not to Exceed Maximum Price
Milestone
Project Planning
Cost
$1500
Assessment- site visit, 'n s,
collection analysis, process analysis
$16,000
Findings nRecommendations Report
$4500
res
$1000
Airfare
$1500
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PRI Management Group Response to RFP Police Records Assessment 15 Hotel
$1500
Rental car
$550
Per diem
$1000
Total
$27,550
Additions and Exceptions:
No additions or exceptions at this time.
Pending Litigation:
PRI Management Group has not been involved in any pending litigation, legal proceedings, or investigations by regulatory authorities. Furthermore, within the last five years, neither the firm nor any of its officers or principals have been subject to complaints, litigation, legal proceedings, or investigations by regulatory authorities.
We affirm our commitment to conducting business with integrity and transparency, and we assure our clients that we maintain high standards of compliance and ethical conduct in all our operations. Should there be any changes in this status during our engagement, we pledge to promptly notify relevant parties and take appropriate actions to address the situation.
Insurance:
Please see Appendix A for required insurance certificates. tx
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PRI Management Group Response to RFP Police Records Assessment 16
APPENDIX
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PRI Management Group Response to RFP Police Records Assessment 17
APPENDIX A -CERTIFICATE OF INSURANCE
tx
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THE
HARTFORD
THE HARTFORD
BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251
City of Bell Gardens's
7100 GARFIELD AVE
BELL GARDENS CA 90201
Account Information:
Policy Holder Details :
PRI MANAGEMENT GROUP
March 29, 2024
I Contact Us
Need Help?
Chat online or call us at
(866) 467-8730.
We're here Monday - Friday.
Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns.
Sincerely,
Your Hartford Service Team
Ex1 ilg005
594
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
03/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
INSURANCEBEE INC
08088944
2 MILL AND MAIN PLACE STE 425
MAYNARD MA 01754
CONTACT NAME:
PHONE (978) 344-4200
(A/C, No, Ext):
FAX
(A/C, No):
E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A : Hartford Fire and Its P&C Affiliates
00914
INSURED
PRI MANAGEMENT GROUP
150 ALHAMBRA CIR STE 1270
CORAL GABLES FL 33134-4537
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSR
SUER
END
POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY)
LIMITS
COMMERCIAL
GENERAL
LIABILITY
OCCUR
EACH OCCURRENCE
CLAIMS -MADE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L
AGGREGATE
POLICY
OTHER:
LIMIT APPLIES
PRO-
PER:
GENERAL AGGREGATE
LOC
PRODUCTS - COMP/OP AGG
AUTOMOBILE
_
LIABILITY
ANY AUTO
ALL OWNED
AUTOS
HIRED
AUTOS
SCHEDULED
AUTOS
NON -OWNED
AUTOS
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
U
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-
MADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY Y/N
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
08 WEC EI0635
03/15/2024
03/15/2025
x PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
$1,000,000
E.L. DISEASE -EA EMPLOYEE
$1,000,000
E.L. DISEASE - POLICY LIMIT
$1,000,000
DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations.
CERTIFICATE HOLDER
CANCELLATION
City of Bell Gardens's
7100 GARFIELD AVE
BELL GARDENS CA 90201
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
C..(Ge-reeLr? 0 G iac7L �L
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Exhibit 2
595
ACORO®
CERTIFICATE OF PROPERTY INSURANCE
DATE (MM/DD/YYYY)
03/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER
Hiscox Inc.
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
INSURED
PRI MANAGEMENT GROUP
38 SAN SEBASTIAN AVE
Miami, FL 33134
CONTACT
NAME:
PHONE 844-357-0403
(A/C. No. Ext):
E-MAIL
ADDRESS: [email protected]
PRODUCER
CUSTOMER ID:
FAX
(A/C, No):
INSURER(S) AFFORDING COVERAGE
INSURERA: Hiscox Insurance Company Inc.
•
•
•
INSURER E
INSURER F
NAIC # _
10200....... _
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS
LTR DATE (MM/DD/YYYY) DATE (MM/DD/YYYY)
A
CAU
X
PROPERTY
SES OF LOSS
BASIC
DEDUCTIBLES
BUILDING
CONTENTS
SPECIAL $ 500
EARTHQUAKE
WIND
FLOOD
P100.201.579.11
04/10/2024
04/10/2025
X
BUILDING
PERSONAL PROPERTY
BUSINESS INCOME
EXTRA EXPENSE
RENTAL VALUE
BLANKET BUILDING
BLANKET PERS PROP
BLANKET BLDG & PP
$ $ 5,000
INLAND MARINE
CAUSES OF LOSS
NAMED PERILS
TYPE OF POLICY
POLICY NUMBER
CRIME
TYPE OF POLICY
BOILER & MACHINERY /
EQUIPMENT BREAKDOWN
SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
CERTIFICATE HOLDER
CANCELLATION
City of Bell Gardens
7100 Garfield Ave
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE I
PECACHRSPA (2016/03)
© 1995-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo aggegistered marks of ACORD
ACORO®
CERTIFICATE OF PROPERTY INSURANCE
DATE (MM/DD/YYYY)
03/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER
Hiscox Inc.
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
INSURED
PRI MANAGEMENT GROUP
38 SAN SEBASTIAN AVE
Miami, FL 33134
CONTACT
NAME:
PHONE 844-357-0403
(A/C. No. Ext):
E-MAIL
ADDRESS: [email protected]
PRODUCER
CUSTOMER ID:
FAX
(A/C, No):
INSURER(S) AFFORDING COVERAGE
INSURERA: Hiscox Insurance Company Inc.
•
•
•
INSURER E
INSURER F
NAIC # _
10200....... _
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS
LTR DATE (MM/DD/YYYY) DATE (MM/DD/YYYY)
A
CAU
X
PROPERTY
SES OF LOSS
BASIC
DEDUCTIBLES
BUILDING
CONTENTS
SPECIAL $ 500
EARTHQUAKE
WIND
FLOOD
P100.201.579.11
04/10/2024
04/10/2025
X
BUILDING
PERSONAL PROPERTY
BUSINESS INCOME
EXTRA EXPENSE
RENTAL VALUE
BLANKET BUILDING
BLANKET PERS PROP
BLANKET BLDG & PP
$ $ 5,000
INLAND MARINE
CAUSES OF LOSS
NAMED PERILS
TYPE OF POLICY
POLICY NUMBER
CRIME
TYPE OF POLICY
BOILER & MACHINERY /
EQUIPMENT BREAKDOWN
SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
CERTIFICATE HOLDER
CANCELLATION
City of Bell Gardens
7100 Garfield Ave
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE I
PECACHRSPA (2016/03)
© 1995-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo ag7egistered marks of ACORD
ACORL? CERTIFICATE OF LIABILITY INSURANCE
‘...,,,----
DATE (MM/DD/YYYY)
03/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Hiscox Inc.
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
CONTACT
NAME:
PHONE FAX
(A/C. Ext): (888) 202-3007 (A/C, No):
E-MAILNo.
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Hiscox Insurance Company Inc
10200
INSURED
PRI MANAGEMENT GROUP
38 SAN SEBASTIAN AVE
Miami, FL 33134
INSURER B :
INSURER C
INSURER D :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
INSD
WVD
POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
Y
Y
P100.201.579.11
04/10/2024
04/10/2025
EACH OCCURRENCE
$ 3,000,000
CLAIMS -MADE
X
OCCUR
DAMAGE RENTED
PREMISESO(Ea occurrence)
$ 100,000
MED EXP (Any one person)
$ 5,000
PERSONAL&ADVINJURY
$ 3,000,000
GEN'L
X
AGGREGATE
POLICY
OTHER:
LIMIT APPLIES
PECOT-
PER:
LOC
GENERAL AGGREGATE
$ 3,000,000
PRODUCTS - COMP/OP AGG
$ S/T Gen. Agg.
$
A
AUTOMOBILE
v
A
LIABILITY
v
X
SCHEDULED
AUTOS
NON -OWNED
AUTOS
COMBINED SINGLE LIMIT
(Ea accident)
$
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Per accident)
CGL HNOA Limit
(per occurrence)
$ 2,000,000
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
$
DED
RETENTION $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y / N
N/A
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYEE
$
E.L. DISEASE - POLICY LIMIT
$
A
Professional Liability
Y
Y
P100.201.254.11
04/10/2024
04/10/2025
Each Claim: $ 2,000,000
Aggregate: $ 2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
CERTIFICATE HOLDER
CANCELLATION
City of Bell Gardens
7100 Garfield Ave
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
PECffigh2P (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo eggegistered marks of ACORD
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 10.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities SUBJECT: CONSIDERATION OF RESOLUTION ADOPTING PROJECT LIST FOR SB1 FUNDING DATE: May 13, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Adopt the attached Resolution approving the list of projects for Fiscal Year 2024-25 funded by SB1: the Road Repair and Accountability Act of 2017; and
2. Authorize Public Works staff to upload the Resolution with the list of streets to the California Transportation Commission website.
BACKGROUND/DISCUSSION:
On April 28, 2017, the Governor signed Senate Bill 1 (SB1): the Road Repair and Accountability Act of 2017, to address transportation funding shortfalls statewide. SB1 increases the per gallon fuel excise tax; increases diesel fuel sales tax and vehicle registration fees; and provides for inflationary adjustments to tax rates in future years. SB1 established a Road Maintenance and Rehabilitation Account (RMRA) in the State Transportation Fund. Beginning in January 2018, the State Controller deposits funds generated from increased fuel taxes and vehicle registration fees in the RMRA. A portion of the RMRA funds are distributed monthly to cities for basic road maintenance, rehabilitation and critical safety projects on local streets and road systems.
It is estimated that the City of Bell Gardens will receive $943,684 in Fiscal Year 2024-25 RMRA funds from the State. In order to receive these RMRA funds, the City Council must adopt a resolution that identifies a list of proposed projects and contains the proposed project's title, description, location, schedule, and use life; which must then be transmitted to the California Transportation Commission (CTC) before July 1, 2024.
The attached Resolution provides the required information for the following proposed projects that were selected for consideration based on the City's maintenance needs and the Pavement Management System (PMS):
A. FY 2024-25 Citywide Maintenance
The project scope of work will include the following items:
1. Sidewalks, Curb and Gutter Replacements (Citywide)
2. Street Signage Replacement (Citywide)
3. Annual Pavement Striping & Markings Project (Citywide)
4. Pothole Repairs and AC Overlay Maintenance Project (Various Streets) B. FY 2024-25 Various Residential Street Improvement Project 599
The project scope of work consists of concrete repairs of the curb, gutters, cross gutters, and sidewalks, concrete pavement repairs, installation of ADA access ramps, pavement grinding and asphalt paving, signing and striping improvements on the following street segments:
Street Name
Loveland Street
Charner Street
Suva Street
Foster Bridge Blvd
Beginning
Perry Road
Foster Bridge Blvd
Foster Bridge Blvd
Emil Avenue
Ending
Suva Street
Emil Avenue
Loveland Street
East City Limits
CONCLUSION:
Adopting the attached Resolution and submitting the list of proposed projects to the CTC will provide the City with RMRA funding for FY 2024-25.
FISCAL IMPACT:
Adoption of the Resolution will secure $943,684 in RMRA funding for FY 2024-25 for basic road maintenance, rehabilitation, and critical safety projects on local streets.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-30
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 600
RESOLUTION NO. 2024-30
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, ADOPTING A LIST OF PROJECTS FOR
FISCAL YEAR 2024-25 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi -modal transportation funding shortfalls statewide; and
WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Bell Gardens ("City") are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project's completion, and the estimated useful life of the improvement; and
WHEREAS, the City will receive an estimated $943,684 in Fiscal Year 2024-25 in RMRA funding from SB 1; and
WHEREAS, this is the seventh year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and WHEREAS, the City has undergone a robust public process to ensure public input into our community's transportation priorities/the project list; and WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high -priority and cost-effective projects that meet the community's priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate several streets and active transportation infrastructure throughout the City this year and various similar projects into the future; and
Exhibit 1 601
Resolution No. 2024-30
WHEREAS, the 2018 California Statewide Local Streets and Roads Needs Assessment found that the City's streets and roads are in a "at -risk" to "poor" condition and this revenue will help the City increase the overall quality of our roadway network and over the next decade will bring our streets and roads into a "good" condition; and WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting -edge technology, materials and practices, will have significant positive co -benefits statewide.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporate them herein.
SECTION 2. The City Council of the City of Bell Gardens hereby designates the entire Citywide roadway network as part of improvements performed by the City's Public Works Department, which are based on the City's maintenance needs for road maintenance and rehabilitation under RMRA funding. The following list of newly proposed projects will be funded in -part or solely with Fiscal Year 2024-25 Road Maintenance and Rehabilitation Account revenues:
Project Title: FY 2024-25 Citywide Maintenance
Project Description: The project scope of work consists of the following items:
Sidewalks, Curb and Gutter Replacement (Citywide)
Street Signage Replacement (Citywide)
Annual Pavement Striping & Markings Project (Citywide)
Pothole Repairs and NC Overlay Maintenance Project (Various Streets) Project Location: Citywide focusing on Zone 2 of the City Maintenance Areas Map, attached here as Exhibit "A," and incorporated by reference.
Estimated Project Schedule: July 2024 — June 2025
Estimated Project Useful Life: 15-20 years
2 of 6
Exhibit 1 602
Resolution No. 2024-30
Project Title: FY 2024-25 Various Residential Street Improvement Project Project Description: The project scope of work consists of concrete repairs of the curb, gutters, cross gutters, and sidewalks, concrete pavement repairs, installation of ADA access ramps, pavement grinding and asphalt paving, signing and striping improvements on various street segments.
Project Locations:
Street Name
Lubec Street
Beginning Location
Marlow Avenue
Ending Location
Eastern Avenue
El Selinda Avenue
Florence Avenue
Ludell Street
Ira Avenue
Priory Street
Fry Street
Otto Street
Emil Avenue
East End
Suva Street
Loveland Street
Foster Bridge Place
Emil Avenue
Foster Bridge Place
Gage Avenue
Chalet Drive
Hannon Street
Gage Avenue
Jaboneria Road
Priory Street
Live Oak Street -East Half
Only
Estimated Project Schedule: March 2025 — June 2025
Estimated Project Useful Life: 10-15 Years
SECTION 4. The Mayor is hereby authorized to sign this Resolution required by the California Transportation Commission for the City of Bell Gardens to be considered for appropriation of SB 1 Road Rehabilitation Maintenance Account funds.
SECTION 5. The City Manager is hereby authorized to execute and administer any agreements required under the SB 1 Road Rehabilitation Maintenance Account funds and execute any ancillary agreements or documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 6. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
[Signatures on the following page]
3 of 6
Exhibit 1 603
Resolution No. 2024-30
PASSED, APPROVED, AND ADOPTED this 13th day of May, 2024.
THE CITY OF BELL GARDENS
Gabriela Gomez,
Mayor
APPROVED AS TO FORM: ATTEST:
Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
4 of 6
Exhibit 1 604
Resolution No. 2024-30
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Daisy Gomez
City Clerk
5 of 6
Exhibit 1 605
Resolution No. 2024-30
EXHIBIT "A"
CITY MAINTENANCE AREAS MAP
LEGEND:
.. or( UMIT
6 of 6
Exhibit 1 606
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 11.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities SUBJECT: ACCEPTANCE OF TREES FOR BG PLANTING PROJECT AS COMPLETE DATE: May 13, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Accept the Trees for BG Planting Project as complete; and
2. Authorize staff to file the Notice of Completion.
BACKGROUND/DISCUSSION:
In April 2021, the State of California Natural Resources Agency ("CNRA") awarded the City of Bell Gardens ("City") a total of $346,408 in Urban Greening Program grant funds for the Trees for BG Planting Project ("Project"). The scope of work for the Project consisted of planting 500 trees along Eastern Avenue, Garfield Avenue, Gage Avenue, Florence Avenue, Florence Place, Park Lane/Scout Avenue, Hannon Street, Loveland Street, Suva Street, Foster Bridge Boulevard, Gotham Street, Cecilia Street, and Fostoria Street; ancillary tree maintenance; and sidewalk repair associated with tree planting.
On August 9, 2021, the City Council approved a Grant Agreement with the CNRA and a Sponsor Agreement with the Los Angeles Conservation Corps ("LACC"). The Grant Agreement allowed the City to secure the necessary funding for the Project and specified the CNRA's terms, scope of work, project schedule, reporting requirements, and expenditure guidelines. The Sponsor Agreement allowed the LACC to implement the Project on behalf of the City.
LACC completed the tree planting in February 2023, and continued watering and maintaining the trees through October 2023. All work was completed in accordance with the terms of the Grant Agreement and Sponsor Agreement. A Notice of Completion is now needed as part of the grant closeout process. The final project cost was $346,408.
CONCLUSION:
Acceptance of the Project as complete will authorize the City Clerk to file the Notice of Completion.
FISCAL IMPACT:
There is no impact to the City's General Fund. The Project costs were covered by the CNRA Urban Greening Program grant funds. The Project was completed within budget based on the actual expenditures illustrated below:
Direct Project Administration
$ 21,413
Sidewalk and Median Repair
$ 15,362
Curb and Gutter Repair
$ 10,088
607
Trees
$ 28,011
Tree Planting Supplies
$ 8,147
Tree Planting Labor
$ 100,000
Plant Establishment
$ 161,517
Funding Acknowledgement Signs
$ 1,870
TOTAL
$ 346,408
ATTACHMENTS:
Exhibit 1 - Notice of Completion for Trees for BG Project APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services
RECORDING REQUESTED BY
CITY OF BELL GARDENS
AND WHEN RECORDED MAIL TO
NAME CITY OF BELL GARDENS
CITY CLERK
STREET 7100 S. GARFIELD AVE
ADDRESS
CITY BELL GARDENS, CA 90201
STATE
ZIP
SPACE ABOVE LINE FOR RECORDER'S USE
NOTICE OF COMPLETION
Notice is hereby given that:
1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:
2. The full name of the owner is City of Bell Gardens
3. The full address of the owner is 7100 S. Garfield Avenue, Bell Gardens, CA 90201
4. The nature of the interest or estate of the owner is: in fee. (if other than Fee, strike "In fee" and insert, for example, "purchaser under contract of purchase", or "lessee")
5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are:
NAMES ADDRESSES
6. A work of improvement on the property hereinafter described was substantially completed on 10/31/2023. The work done was:
Trees for BG Plantinc Project.
7. The names of the contractor, if any, for such work of improvement was Los Anceles Conservation Corps 08/09/2021
(If no contractor for work of improvement as a whole, insert "None")
8. The property on which said work of improvement was completed is in the City of Bell Gardens County of Los Anceles, State of CA, and is described as follows: Various City streets
9. The street address of said property is N/A
(Date of Contract)
(If no street address has been officially assigned, insert "none".) Dated Michael B. O'Kelly, City Manager
(Signature of Owner or corporate officer of Owner named in paragraph 2, or his agent)
VERIFICATION
I, the undersigned, say: I am the City Clerk of the City of Bell Gardens, the declarant of the foregoing Notice of Completion:
I have read said Notice of Completion and know the contents thereof; the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.
Executed on at Bell Gardens, CA
Daisy Gomez, City Clerk
(Personal signature of the individual who is swearing that the contents of the Notice of Completion are true) Exhibit 1 609
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 12.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities SUBJECT: APPROVAL OF PLANS AND SPECIFICATIONS AND AUTHORIZATION TO SOLICIT
BIDS FOR THE SOIL REMEDIATION PROJECT AT THE FORMER BERK OIL SITE (CIP NO. 3927)
DATE: May 13, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council:
1. Approve the plans and specifications for the Soil Remediation Project at the former Berk Oil Site; and
2. Authorize staff to solicit competitive bids and publish the Notice Inviting Sealed Bids.
BACKGROUND/DISCUSSION:
Since 1985 the former Berk Oil site on Shull Street (Project Site) has been the subject of numerous investigations and reports of contamination. Berk Oil conducted asphalt mixing and oil distribution operations in the western portion of the Project Site from approximately 1965 through 1989, and Pacific Metal Craft conducted metal and plastic parts fabrication in the eastern portion of the Project Site from 1984 through the early 1990s, when the facility was demolished. Six known underground storage tanks (USTs) and a sub -grade steam cleaning sump were used during their years of operation. Preliminary investigations revealed volatile organic and petroleum hydrocarbon contamination across several of the parcels. There was concern that contamination sources were polluting the underlying groundwater, further compromising environmental conditions.
The former Bell Gardens Redevelopment Agency purchased the western portion of the Project Site in 1985 and the eastern portion in 1992, with the City of Bell Gardens (City) Successor Agency taking over ownership of the Project Site in 2012. Since the acquisition, the area has lain fallow and unused and has recently had conceptual approvals for residences and erection of an electronic billboard.
The Project Site is included in the Department of Toxic Substances Control's (DTSC's) EnviroStor system, which tracks the cleanup, permitting, enforcement and investigation efforts for sites with known or potential contamination. In August 2011, DTSC approved a Targeted Site Investigation (TSI) for the Project Site, which consisted of a contiguous series of vacant parcels, bounded by residences to the north, and to the west by the I-710 freeway. The Los Angeles Regional Water Quality Control Board (Regional Board) is the Lead Agency working with DTSC and the City for the Project Site's cleanup activities. The Project Site is an Open Site Assessment with the Regional Board as of October 19, 2015.
On January 1, 2021, Senate Bill 158 authorized DTSC to implement a grant program known as the Equitable Community Revitalization Grant (ECRG) to provide financial assistance to communities via reimbursable grants to investigate and cleanup brownfield sites. Brownfields are sites that are contaminated or thought to be contaminated with hazardous waste, and are underutilized due to perceived remediation cost and liability concerns. Cleaning up 610
brownfields eliminates the threat from hazardous substances and it also enables abandoned or underutilized land to be used for productive reuse, such as residential or commercial development. The ECRG is an unprecedented opportunity to address the historically disproportionate impacts to communities and to revitalize land for public benefit.
On June 6, 2022, DTSC awarded the City a ECRG for an amount of $6,495,000 to fund cleanup activities at the Project Site.
On October 14, 2022, the City Council approved a Professional Services Agreement with WSP USA Environment & Infrastructure Inc. (WSP) for remediation consulting services for the Project Site. WSP prepared a Remedial Action Work Plan (RAW) for the Project Site to include refinement, planning, and design of the remedial actions, and conduct actions to comply with the California Environmental Quality Act (CEQA) and grant reporting requirements.
WSP has also prepared the construction documents for the Soil Remediation Project at the former Berk Oil Site (Project), which include plans, specifications, and engineer's estimate, in accordance with the City's internal procurement policies and the Public Contract Code. The Project scope of work includes, but is not limited to, site preparation activities (removal of shallow debris, loose and disturbed soil, building foundations, and asphalt/pavement surfaces), export and offsite recycling/disposal of materials generated during site preparation, excavation of approximately 8,100 bank cubic yards of impacted soil, export and offsite disposal of impacted soil, import of backfill material (as needed), excavation backfilling and compaction and/or recontouring of removal areas to eliminate trip/fall/entrapment hazards, and site restoration. The total contract period for the Project is seventy (70) working days, which includes twenty (20) working days for the preparation of the Work Plans described in the RAW.
Upon authorization by the City Council, staff will proceed with the bid phase of the Project, publishing the Notice Inviting Sealed Bids (NISB) in a local newspaper of general circulation and other electronic media, and posting the plans and specifications on the City's website. Bids will be publicly opened and a contract will be awarded to the lowest responsive and responsible bidder at a future City Council meeting. The published NISB will state the time and place for receiving and opening of sealed bids, and will distinctly describe the Project. The NISB will be published in accordance with Public Contract Code § 20164.
The tentative Bid Schedule is as follows:
• Bid Period:
• Mandatory Pre -Bid Meeting:
• Requests for Information Due:
• Bidders Information Sheet Due:
• Bid Opening:
• Anticipated Award of Contract:
DESIGN IMMUNITY:
May 14, 2024, through June 11, 2024
May 23, 2024 at 10:00 a.m.
May 30, 2024, at 12:00 p.m.
May 30, 2024, at 5:00 p.m.
June 11, 2024, at 11:00 a.m.
June 24, 2024
Government Code section 830.6 states in part, "Neither a public entity nor a public employee is liable for an injury caused by the plan or design of a construction of, or an improvement to, public property where such plan or design has been approved in advance of the construction or improvement by the legislative body of the public entity or by some other body or employee exercising discretionary authority to give such approval or where such plan or design is prepared in conformity with standards previously approved." In order to bid the Project and provide California design immunity, per Government Code section 830.6, the City 611
Council must approve the plans and specifications prior to the construction bidding process. The intent of Section 830.6 is to prevent a judge or jury from second-guessing discretionary approvals made by the public agency and its employees regarding a plan or design for a construction project.
The plans and specifications for the Project are consistent with the City's standards and the General Plan. Staff's recommendation for City Council approval of the plans and specifications is intended to avail the City of the immunities set forth in Government Code section 830.6, prior to proceeding with construction of the Project. Through the City Council's approval, the Director of Public Works/Facilities, as the City's project manager, would be authorized to act on the City's behalf in approving any necessary alterations or modifications of the plans and specifications throughout the course of the Project.
ENVIRONMENTAL ANALYSIS:
The Regional Board has completed an Initial Study for the Project in accordance with CEQA (Pub. Resources Code, div. 13, § 21000 et seq) and accompanying Guidelines [California Code of Regulations [CCR], tit. 14, § 15000 et seq]. The Regional Board, acting as the Lead Agency, has the primary responsibility for carrying out or approving the Project, whereas the DTSC, acting as the Responsible Agency, has discretionary authority over a project through management of the ECRG that the City received from DTSC. Based on the Initial Study, the Regional Board is recommending a finding that the Project could not have a significant effect on the environment; therefore, a Negative Declaration will be prepared.
CONCLUSION:
Upon authorization by the City Council, staff will proceed with the bid phase of the Project.
FISCAL IMPACT:
The Project's construction cost is estimated to be $3,205,700. The Project will be funded through the ECRG received from DTSC.
ATTACHMENTS:
Exhibit 1 - Notice Inviting Sealed Bids for the Soil Remediation Project APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 612
NOTICE INVITING SEALED BID
FOR
SOIL REMEDIATION PROJECT
AT FORMER BERK OIL SITE
CIP NO. 3927
IN THE CITY OF BELL GARDENS
PUBLIC NOTICE IS HEREBY GIVEN that the City of BeII Gardens as AGENCY, invites sealed bids for the above -stated project and will receive such bids in the offices of the City Clerk, City HaII, 7100 South Garfield Avenue, Bell Gardens, California 90201, up to the hour of 11:00 AM on June 11, 2024, at which time they will be publicly opened.
Copies of the Plans, Specifications, and contract documents are available on the City's website at https://www,bellgardens.orq/i-want-to/view-bids-rfDs/rfps-and-bids . To be on the Plan Holders List for this project, each bidder must submit a Bidder's Information Sheet, which is also available on the City's website, to biniquez c( ,bellgardens.orq and andi.hope.cox wsp.com. Bids will not be accepted unless the bidder is on the Plan Holder List. All Bidder Information Sheets are required to be submitted no later than May 30, 2024, at 5:00 PM. Bids will not be accepted unless the Bidder Information Sheet is submitted and logged onto the plan holders list. Failure to submit the Bidder Information Sheet by the deadline noted will result in declaring any submitted bids as non -responsive.
To comply with SB 854, beginning January 1, 2015 the following applies:
1. No contractor or subcontractor may be listed on a bid proposal for public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
2. No contractor or subcontractor may be awarded a contract for public works on a public works project awarded on or after April 1, 2015, unless registered with the DIR.
3. The project is subject to compliance monitoring and enforcement by the DIR.
4. Require the prime contractor to post job site notices prescribed by regulation (regulation not created yet) or the City must post the notices itself.
The Contractor shall fill in the Department of Industrial Relations (DIR) Contractor Registration Number Form provided in Appendix "B" and submit it with the sealed Bid.
Exhibit 1 613
Attendance at a pre -bid meeting is mandatory and will be held on Thursday, May 23, 2024, at 10:00 AM at the City Hall Council Chambers (7100 Garfield Avenue, Bell Gardens, California 90201.) All Prime Contractors are required to have a representative attend and sign in at the pre -bid meeting. Failure to comply with this attendance and sign -in requirement will result in Bidder's proposal being found non -responsive to the required procedures.
Any contract entered into pursuant to this notice will incorporate the provisions of the State Labor Code. Pursuant to the provisions of Section 1773.2 of the Labor Code of the State of California, the minimum prevailing rate of per hourly wages for each craft, classification or type of workman needed to execute the contract shall be those determined by the Director of Industrial Relations of the State of California, which are on file at the City Hall, City of Bell Gardens, 7100 South Garfield Avenue, Bell Gardens, California 90201, and are available to any interested party on request.
Attention is directed to the provisions of Section 1777.5 (Chapter 1141, Statutes of 1968) and 1777.5 of the Labor Code concerning the employment of apprentices by the Contractor or any such subcontractor under him. Affirmative action to ensure against discrimination in employment practices on the basis of race, color, national origin, age, marital status, ancestry, sex, religion, or handicap will also be required.
The AGENCY will deduct 5 percent retention from all progress payments as specified in Section 9-3.2 of these specifications. The Contractor may substitute an escrow holder surety of equal value to the retention. The Contractor shall be beneficial owner of the surety and shall receive any interest thereon. Contractor shall provide AGENCY with weekly payroll reports.
The AGENCY hereby affirmatively ensures that minority business enterprises will be afforded full opportunity to submit bids in response to this notice and will not be discriminated against on the basis of race, color, national origin, age, marital status, ancestry, sex, religion, sexual orientation or handicap in any consideration leading to the award of contract.
In entering into a public works contract, or a subcontract, to supply goods, services, or material pursuant to a public works contract, the Contractor, or subcontractor, offers and agrees to assign to the awarding body all rights, title and interest in, and to, all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2 [commencing with Section 16700] of part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the Contractor, without further acknowledgment by the parties.
Exhibit 1 614
Bids must be prepared on the approved Proposal forms or copies thereof in conformance with the Instructions to Bidders and submitted in a sealed envelope plainly marked on the outside as follows:
SOIL REMEDIATION PROJECT
AT FORMER BERK OIL SITE
CIP NO. 3927
The bid must be accompanied by cash, a certified or cashier's check, or bidder's bond, issued by an "admitted surety insurer" made payable to the AGENCY for an amount no less than 10 percent of the total base bid amount.
All bidders shall be licensed in accordance with the provisions of the Business and Professions Code and shall possess a State Contractor's License, Class A, at the time of bid submittal. The successful Contractor and each of their subcontractors will be required to possess a Business License from the City.
The liquidated damages for this project is five hundred dollars ($500.00) per calendar day the project is not completed within the contract time.
The AGENCY reserves the right to reject any or all bids, to waive any irregularity and to take all bids under advertisement for a period of sixty (60) days.
The Contractor shall complete all work in every detail within seventy (70) working days comprised of twenty (20) working days for Contractor's preparation of Work Plans, and Engineer's review, five (5) working days for mobilization, forty (40) working days for construction, and five (5) working days for demobilization, after the effective date in the Notice to Proceed with the Work to be issued by the CITY.
BY ORDER OF the City of Bell Gardens, California.
Dated: May 13, 2024
Exhibit 1 615
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 13.
TO:
FROM:
BY:
Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Bernardo I niguez, Director of Public Works/Facilities
Douglas Benash, P.E., City Engineer
SUBJECT: APPROVAL OF AMENDMENT NO.2 TO STATE WATER RESOURCES CONTROL PLANNING GRANT AGREEMENT NO. SWRCB0000000000D1702027 FOR THE WELL NO. 1 IMPROVEMENTS PROJECT
DATE: May 13, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council adopt the attached Resolution approving Amendment No. 2 to the State Water Resources Control Board Planning Grant Agreement for the Well No. 1 Improvements Project.
BACKGROUND/DISCUSSION:
In 2017, the City of Bell Gardens (City) applied for State Proposition 1 Water Bond financial assistance through the State Water Resources Control Board's (SWRCB's) Safe Drinking Water State Revolving Fund. In 2018, the City received a $471,000 SW RCB planning grant for water improvements to the City -owned water system. The scope of work for the original SWRCB planning grant was for the development of a reservoir and booster station at Well No. 1, which was the City's only operating well. This work included the necessary environmental documentation, preparation of a Final Engineering report, and preparation of construction documents for the new reservoir and booster station. In addition, the SWRCB required the preparation, and City Council approval, of a new water rate study to address the outstanding system debt and operations/maintenance costs for the new reservoir and booster station. During this process, the City requested and the SWRCB approved Amendment No. 1 for an additional amount of $29,000 in grant funds to cover additional project costs for a total planning grant allocation of $500,000.
In the Summer of 2020, the City Council approved the new 5 -year water rate study and staff was preparing to initiate an application for SW RCB construction grant funding for the reservoir and booster station.
However, in the Fall of 2020, the SWRCB's Division of Drinking Water required the City to collect quarterly samples for a series of 18 different per- and polyfluoroalkyl substances (PFAS), under General Order No. DW2020-0003- DDW. PFAS compounds include perfluorooctanoic acid (PFOA) and perfluorooctyl sulfonate (PFOS), which were introduced in the 1940's and were widely used in firefighting foams and in grease and stain -resistant, non-stick coatings in a variety of consumer products such as food paper packaging, carpets, furniture and cookware. The main route of exposure to PFOA and PFOS is through ingestion. While consumer products have been a large source of exposure to these chemicals, for most people drinking water has become an increasing concern due to the persistence of PFAS compounds in the environment and their tendency to accumulate in groundwater.
The SWRCB's Division of Drinking Water established an interim "Response Level" for PFOA and PFOS for water agencies. These interim levels were an advisory level because there were no federal or state standards for PFAS at the time. In September 2021, the City turned off Well No. 1, due to the exceedances of the Response Levels for 616
PFOA. Due to Well No. 1 being turned off, the City water system began utilizing water from the Metropolitan Water District of Southern California (MWD) at a monthly cost increase of approximately $120,000 or $1.5 million annually.
For comparison, the City's cost to extract water from the underground aquifer through Well No. 1 was approximately 1/3 of the MWD cost at $39,600 per month or $475,200 annually. Due to the high costs involved, the City's dependency on imported water from the MWD is not sustainable.
In December of 2022, staff requested a subsequent amendment (Amendment No. 2) to the SWRCB Planning Grant Agreement for an additional $1.2 million in grant funds to recover costs and pay for future costs for the design of a PFAS treatment system.
From the FaII of 2020 to April 2023, Public Works staff worked with consultants to determine the extent of PFAS contamination in the well. The engineering analysis documented PFAS in the entire water column. Staff then proceeded to evaluate options to address the PFAS contamination. In April 2023, staff presented to the City Council a recommendation for Ion Exchange treatment for PFAS. The City Council was also informed that staff would continue to move forward with the requested Amendment No. 2 from the SWRCB.
From April 2023 to the Fall of 2023, the SWRCB continued to request additional information or requirements on the request for Amendment No. 2. This resulted in staff presenting to the City Council in the Fall of 2023 an action plan to mitigate continued MWD water costs, and subsequently, the City Council approved the initiation of the design of the PFAS treatment plant, initiation of a new water rate study to cover the costs of the design, construction, operations and maintenance, and repayment of system debt to turn the well back on in the spring of 2026, along with initiating a Request for Proposals for the potential sale of the City water system. Currently, the PFAS treatment design plans are at a 30% level of completion.
Staff continued to work diligently with the SWRCB on the requested Amendment No. 2, in April 2024, during a meeting with SW RCB staff, the City was informed that the SWRCB approved Amendment No. 2.
CONCLUSION:
By approving Amendment No. 2 to the SWRVB Planning Grant Agreement, the City will be awarded an additional $1.2 million in grant funding to cover the design of the new PFAS Ion Exchange Treatment Plant and to cover additional costs from the previously completed design of the booster pump and reservoir.
FISCAL IMPACT:
There is no impact to the City's general fund. The City will receive an additional $1.2 million in grant funds from the SCRWCB, for a total grant agreement amount of $1.7 million.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-31
Exhibit 2 - Amendment NO. 2 to SW RCB Planning Grant Agreement Exhibit 3 - SWRCB Planning Grant Agreement and Amendment No. 1 APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 617
RESOLUTION NO. 2024-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO
CALIFORNIA STATE WATER RESOURCES CONTROL BOARD
PLANNING GRANT AGREEMENT NO. SWRCB0000000000D1702027
FOR THE WELL NO. 1 IMPROVEMENTS PROJECT (PROJECT NO.
1910108-008P)
WHEREAS, on January 23, 2017, the City Council authorized the City Manager to submit a Financial Assistance Application for state funding through the State Water Resources Control Board's (SWRCB's) Safe Drinking Water State Revolving Fund through the Proposition 1 Water Bond; and
WHEREAS, on January 22, 2018, the City Council approved a Planning Grant Agreement with the SWRCB for the planning and design of upgrades to the Well No. 1 booster pump and the installation of a new 2 -million gallon water reservoir and pump station; and
WHEREAS, on March 9, 2020, the City Council approved Amendment No. 1 to the Planning Grant Agreement with SWRCB increasing the grant amount from $471,000 to $500,000; and
WHEREAS, in December 2022, the City requested an additional $1.2 million from the SWRCB to cover the costs of necessary PFAS treatment plant for Well No. 1; and WHEREAS, on April 26, 2024, the SWRCB provided Amendment No. 2 to the Planning Grant Agreement for the requested additional amount of $1.2 million.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporate them herein.
SECTION 2. The City Council of the City of Bell Gardens hereby approves Amendment No. 2 to Planning Grant Agreement No. SWRCB0000000000D1702027 by and between the State Water Resources Control Board and the City of Bell Gardens in substantially the same form as attached to the Staff Report accompanying this Resolution.
Exhibit 1 618
Resolution No. 2024-31
SECTION 3. The City Council hereby designates the City Manager of the City of Bell Gardens as the Authorized Representative and further authorizes and directs the City Manager to execute and sign Amendment No. 2 of the Planning Grant Agreement, and further authorizes the City Manager to execute any and all ancillary documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 4. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
PASSED, APPROVED, AND ADOPTED this 13th day of May, 2024.
THE CITY OF BELL GARDENS
Gabriela Gomez,
Mayor
APPROVED AS TO FORM: ATTEST:
Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
2 of 3
Exhibit 1 619
Resolution No. 2024-31
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
3 of 3
Exhibit 1 620
State Water Resources Control Board
March 15, 2024
City of Bell Gardens
Attn: Bernardo Iniguez, Director of Public Works
8327 Garfield Ave
Bell Gardens, CA 90201
Agreement Number: SWRCB0000000000D 1702027
Project Number: 1910108-008P
Please review, and if appropriate, electronically sign the signature page of the amended Agreement via Adobe Sign no later than thirty (30) calendar days from the date of this letter. Once electronically signed, the Agreement will be routed automatically to the next signer. You will automatically receive a copy of the fully executed Agreement via Adobe Sign once the final signer has signed. This Agreement cannot be considered binding by either party until executed by the State Water Resources Control Board (State Water Board).
For the Funding Agreement to be executed by the State Water Board, the signature page must be signed and returned electronically.
Please note that all projects receiving funding must comply with all applicable implementing guidelines and regulations adopted by the California Department of Industrial Relations (DIR), regarding state prevailing wage requirements. You must contact DIR for guidance on how to comply. Information can be found at: http://www.dir.ca.gov/Icp.asp .
We strive to provide superior service to our recipients and would appreciate your feedback on the application process. Please assist us in completing a 5 -minute Customer Satisfaction Survey at https://www.surveymonkey.com/s/DWSRFSatisfaction so we can continue to improve on our service and process. Your comments are valuable to the success of the DWSRF Program. Thank you for your time and we look forward to continuing to work with you.
Mr. Carolipio Jr. may be contacted at (916) 449-5694 or [email protected] Enclosures
E. JOAQUIN ESQUIVEL, CHAIR I EILEEN SOBECK, EXECUTIVE DIRECTOR 1001 I Street, Sacramento, CA 95814 I Mailing Address: P.O. Box 100, Sacramento, CA 95812-0100 I www.waterboards.ca.gov Adobe Acrobat Sign Transaction Number CBJCHBCAABAAHUIQN9sWyBG9mYYstSOgJWGrai9mnXLK Exhibit 2 621
PROP?OSTION
DRINK NG WATER
CITY OF BELL GARDENS
AND
CALIFORNIA STATE WATER RESOURCES CONTROL BOARD
Water Boards
PLANNING GRANT
WELL NO. 1 IMPROVEMENTS PROJECT
PROJECT NO. 1910108-008P
CALSTARS AGREEMENT NO. D17-02027
FISCAL AGREEMENT NO. SWRCB0000000000D17020270O
AMENDMENT NO. 2
AMOUNT: $500,000.00 $1,700,000.00
ELIGIBLE START DATE: APRIL 1, 2015
PLANNING COMPLETION DATE: MARCI- 3', 2023 DECEMBER 31, 2024 FINAL DISBURSEMENT REQUEST DATE: MARC- 3', 2023 JUNE 30, 2025 RECORDS RETENTION END DATE: MARC- 3', 2059 DECEMBER 31, 2060 This Agreement executed by the State Water Board on March 20, 2018, and subsequently amended on March 30, 2020, is hereby amended and restated, to revise the cover page, the Agreement and Exhibits A, B and D (deletions shown as stricken and revisions in bold and underlined). Except as noted herein all other terms and conditions shall remain the same. Please note, page numbers may have changed.
Adobe Acrobat Sign Transaction Number: CBJCHBCAABAAhtUIDN9sWyBG9mYYstSOgJW6raiAmnXLK Exhibit 2 622
THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit 2 623
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
WHEREAS,
1. The State Water Board is authorized to provide financial assistance under this Agreement pursuant to the following:
• Section 1452 of the federal Safe Drinking Water Act (42 USC § 300j-12) (Federal Act) • Chapter 4.5 of Part 12 of Division 104 of the California Health and Safety Code (State Act) • Section 79724 of the Water Code (Prop 1)
2. The Recipient has applied to the State Water Board for financial assistance for the Planning described in Exhibit A of this Agreement and the State Water Board has selected the application for financial assistance.
3. The Recipient acknowledges its obligations to satisfy each of the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, mutual representations, covenants and agreements in this Agreement, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:
1. Definitions.
Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:
"Additional Payments" means the Additional Payments described in Exhibit B of this Agreement. "Agreement" means this Planning Grant, including all exhibits and attachments hereto. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title.
"DWSRF" means the Drinking Water State Revolving Fund.
"Days" means calendar days unless otherwise expressly indicated. "Disbursement Period" means the period during which Planning Funds may be disbursed. "District Office" means District Office of the Division of Drinking Water of the State Water Resources Control Board.
"Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer the SRF and Prop 1. "Division of Drinking Water" means the Division of Drinking Water of the State Water Board. "Eligible Start Date" means the date set forth in Exhibit B, establishing the date on or after which Planning Costs may be incurred and eligible for reimbursement hereunder. 1 DW p 5x17
Exhibit 2 624
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
"Event of Default" means the occurrence of any of the following events: (a) any representation or warranty made by the Recipient under this Agreement proves to be incorrect in any material respect, (b) the Recipient's failure to observe or perform any covenant, condition, or agreement contained in Exhibit B or any financial special condition in Exhibit D to this Agreement, (c) the failure of the Recipient to perform any covenant or condition under this Agreement and such failure shall remain unremedied for a period of 30 days, unless expressly waived by the Division, (d) the failure of the Recipient to keep in full force and effect its legal existence and any rights, licenses, permit, or privileges to conduct its business, or the occurrence of any material restraint on Recipient's business by a government agency or by court order (e) initiations of proceedings seeking liquidation, reorganization, or other relief with respect to the Recipient or its debts, or for the appointment of a receiver, trustee, custodian or conservator with Respect to the Recipient or any part of its assets, or similar event, (f) initiation of litigation related to the Revenues, the System, or the Project, or (g) a material adverse change in the business, operations, or condition (financial or otherwise) of Recipient.
"Final Disbursement Request Date" means the date established in Exhibit B, after which date, no further Planning Funds disbursements may be requested.
"Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period hereafter selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
"Force Account" means the use of the Recipient's own employees or resources for the Planning. "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor. "Indirect Costs" means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Planning (i.e., costs that are not directly related to the Planning). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non -project -specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances on buildings and equipment; the costs of operating and maintaining non -project -specific facilities; tuition and conference fees; generic overhead or markup; and taxes.
"Material Event" means the failure of the Recipient to observe or perform any covenant in this Agreement, and any of the following occurrences: (a) litigation related to the Revenues, the System, or the Planning, whether pending or anticipated; (b) any false warranty or representation made by the Recipient relevant to this Agreement; (c) dissolution or cessation of operations by Recipient, termination of Recipient's existence, insolvency of Recipient, or filing of a voluntary or involuntary bankruptcy petition by or on behalf of Recipient; (d) any event set forth in section 5 of this Agreement. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year.
"Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the 2 DW p 5x17
Exhibit 2 625
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. "Party Contact" means, for the Recipient, the Authorized Representative of the Recipient or any designee of the Authorized Representative, and, for the State Water Board, the Project Manager. "Planning" means the Planning as described in Exhibit A and in the documents incorporated by reference. "Planning Completion" means, as determined by the Division, that the Planning is complete to the reasonable satisfaction of the Division and is the last date on which Planning Costs may be incurred.
Work occurring after Planning Completion is not eligible for reimbursement under this Agreement. "Planning Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Planning under GAAP. "Planning Funds" means funds disbursed by the State Water Board to the Recipient for purposes of this Agreement.
"Policy" means the State Water Board's "Policy for Implementing the Drinking Water State Revolving Fund," as amended from time to time, including the current year Intended Use Plan. "Project Director" means an employee of the Recipient designated by the Authorized Representative to be responsible for the overall management of the administrative and technical aspects of the executed Agreement. The Project Director is set forth in Section 2 of this Agreement. "Project Manager" means the person designated by the State Water Board to manage performance of this Agreement. The Project Manager is set forth in Section 2 of this agreement. "Recipient" means City of Bell Gardens.
"Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board.
"Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.
"SRF" means the Drinking Water State Revolving Fund.
"State" means State of California.
"State Water Board" means the State Water Resources Control Board, an administrative and regulatory agency of the State of California.
3 DW p 5x17
Exhibit 2 626
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D17020270O
Project No.: 1910108-008P
Amendment No. 2
"System" means all drinking water collection, pumping, transport, treatment, storage, and delivery facilities, including land and easements thereof, owned by the Recipient, including all properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "Year" means calendar year unless otherwise expressly indicated.
2. Party Contacts.
The Party Contacts during the term of this Agreement are:
State Water Board
Recipient
Section: Division of Financial Assistance
Name: Lawrence Sanciez Leticia Padilla,
Name: C,au Vu, Project Director
Project Manager
Bernardo Iniquez, Director of Public
Works
Address: 500 N. Centra Ave. Suite 500 1001 I
Address: 7100 Garfield Ave.
St., 16th Floor
City, State, Zip: G erica e, CA 91203
City, State, Zip: Bell Gardens, CA 90201
Sacramento, CA 95814
Phone: {8' 8) 55' 20' 7' (916) 327-8860
Phone: {562) 3' 1 ' 790 (562) 334-1790
Fax:
Fax
Email: h + "
Email: u
Ieticia.padillata'�waterboardsca.gov
Blniguez bell gardens.org
The Recipient may change its Project Director upon written notice to the Project Manager, which notice shall be accompanied by authorization from the Recipient's Authorized Representative. The State Water Board will notify the Project Director of any changes to its Party Contacts.
3. Exhibits
The following exhibits to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement:
EXHIBIT A — SCOPE OF WORK
EXHIBIT B - FUNDING PROVISIONS
EXHIBIT C - STANDARD TERMS AND CONDITIONS
EXHIBIT D - SPECIAL CONDITIONS
EXHIBIT E - FEDERAL TERMS AND CONDITIONS
EXHIBIT F - DAVIS-BACON
Additionally, the following documents are incorporated by reference:
(a) [Reserved]
4. Recipient Representations and Commitments.
The Recipient represents, warrants, and commits to the following as of the Eligible Start Date and continuing thereafter for the term of this Agreement:
4 DW p 5x17
Exhibit 2 627
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
(a) General Commitments. The Recipient accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the Recipient in its application, accompanying documents, and communications filed in support of its request for financial assistance and throughout the term of this Agreement. (b) Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. (c) No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date set forth on the first page hereof. (d) No Litigation. There are no pending or, to Recipient's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Planning.
(e) Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. As of the date set forth on the first page hereof, Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. Recipient is able to pay its debts as they become due. Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, worker's compensation and employer's liability, professional liability. (f)
(g)
Legal Status and Eligibility. Recipient is duly organized and existing and in good standing under the laws of the State of California, and will remain so during the term of this Agreement.
Recipient shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. Recipient shall maintain its eligibility for funding under this Agreement for the term of this Agreement.
Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt.
(h) Good Standing. The Recipient is currently in compliance with the state requirements set forth in Exhibit C and the federal requirements set forth in Exhibit E. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with previous state audit disallowances. 5 DW p 5x17
Exhibit 2 628
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
5. Planning Completion.
The Recipient shall expeditiously proceed with and complete the Planning in accordance with this Agreement.
6. Notice.
(a) The Recipient shall notify the Division in writing within five (5) working days of the occurrence of the following:
(1) Bankruptcy, insolvency, receivership or similar event of the Recipient; (2) Actions taken pursuant to state law in anticipation of filing for bankruptcy; (3) Any Event of Default, or the anticipated occurrence of any Event of Default, except those set forth in subdivisions (b) or (c) of this section;
(4) Change of ownership of the System or change of management or service contracts, if any, for operation of the System; or
(b) The Recipient shall notify the Division within 10 working days of any litigation pending or threatened against Recipient regarding its water capacity or its continued existence, circulation of a petition to challenge rates, consideration of dissolution, or disincorporation, or any other material threat to the Recipient's Revenues;
(c) The Recipient shall notify the Division promptly of the following:
(1) Any proposed change in scope of the Planning. Most changes will require an amendment to this Agreement;
(2) Cessation of work on the Planning where such cessation of work is expected to or does extend for a period of thirty (30) days or more;
(3)
Any circumstance, combination of circumstances, or condition, which is expected to or does delay Planning Completion for a period of ninety (90) days or more beyond the estimated date previously provided to the Division;
(4) Discovery of any potential archeological or historical resource. Should a potential archeological or historical resource be discovered during construction, the Recipient shall ensure that all work in the area of the find will cease until a qualified archeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient shall implement appropriate actions as directed by the Division. (5)
Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction, the Recipient shall promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; (6) Any monitoring activities such that the State Water Board Division of Drinking Water and/or Regional Water Quality Control Board staff may observe and document such activities; 6 DW p 5x17
Exhibit 2 629
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
(7) Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; or (8) Planning Completion.
7. Rights and Remedies Upon Event of Default.
When an Event of Default occurs and continues the State Water Board may, without notice or demand, do any or all of the following:
(a) Declare all Project Funds immediately due and payable; (b) Stop disbursing money under this Agreement or under any other agreement between Recipient and the State Water Board;
(c) Settle or adjust disputes and claims directly with account debtors, if any, for amounts, on terms and in any order that the State Water Board considers advisable.
8. No Obligation of the State; State Budget Act Contingency.
Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys appropriated by the State Legislature to the State Water Board from the special fund associated with this Agreement.
If the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any payments under this Agreement. In this event, the State shall have no liability to pay any funds whatsoever to Recipient or to furnish any other considerations under this Agreement and Recipient shall not be obligated to perform any provisions of this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for payment over any other recipient.
If this Agreement's funding for any Fiscal Year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an Agreement amendment to the Recipient to reflect the reduced amount.
9. Rates, Fees and Charges
The Recipient shall, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and in an amount necessary to meet its obligations under this Agreement. 7 DW p 5x17
Exhibit 2 630
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto.
CITY OF BELL GARDENS:
By:
Name: Michael O'Kelly
Title: City Manager
Date:
STATE WATER RESOURCES CONTROL BOARD:
By:
Name: Joe Karkoski
Title: Deputy Director
Division of Financial Assistance
Date:
8 Adobe Acrobat Sign Transaction Number: CBJCH BCAABAAHUIL N9sWyBG9mYYstSOgJW6rai9mnXLK DW p 5x17
Exhibit 2 631
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
EXHIBIT A - SCOPE OF WORK
A-1. Completion Dates.
The Planning Completion date is established as March 3', 2023 December 31, 2024. The Recipient shall deliver any request for extension of the Planning Completion date no less than 90 days prior to the Planning Completion date. The Division will not unreasonably deny such a timely request, but the Division may deny requests received after this time.
A-2. Purpose.
This grant is for the benefit of the Recipient. The Planning funded by this agreement is related to the possible construction project known as the Well No. 1 Improvements Project. The objective of the Planning is to rep ace tie existing aginc we pump to increase Jumping primary source; construct a new 2.0 million gallon reservoir to meet demand requirements, and construct a new booster pump station. In addition, the Project will evaluate treatment needed to address per -and polyfluoroalkyl substances (PFAS) in Well No. 1. Currently, the Recipient lacks sufficient source capacity and must purchase additional water from Metropolitan Water District (MWD) at a higher rate. The Recipient's receipt of funding under this Agreement is not a commitment to and does not obligate the State Water Board to provide funding for any eventual construction/implementation project.
A-3. Scope of Work.
The Recipient agrees to do the following:
ITEM
DESCRIPTIONS
Preliminary Engineering
1.1 Prepare an Engineering Report that includes a summary of alternatives evaluated (including drilling a new well, storage needs, and consolidation with local water companies) as well as the selection of preferred alternatives for the proposed construction project.
1.2 Prepare concept level drawings (about 30%), outline of necessary specifications, and refined costs estimates.
1.3 Perform any necessary surveying and geotechnical work.
1.4 Necessary updates to incorporate PFAS treatment.
ITEM 1 SUBMITTAL
Draft Engineering Report & Final Engineering Report
A-1
Exhibit 2 632
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
ITEM
DESCRIPTIONS
2 Environmental Documents (CEQA)
2.1 Review Project for possible CEQA Exemptions.
2.2 Prepare CEQA Documents for selected construction project to ensure compliance with CEQA and other State and Federal environmental requirements (including updates needed to incorporate PFAS treatment).
2.3 Submit all final CEQA documents and notices for the selected construction project to the Office of Planning and Research, State Clearinghouse. A copy of all such CEQA documents and notices shall be sent to the Division's Environmental Review Unit (ERU).
2.4 Prepare and submit a Biological Assessment Report to the Division's ERU.
2.5 Prepare and submit a Cultural Assessment Report to the Division's ERU.
ITEM 2 SUBMITTAL
CEQA Environmental Documents to the Office of Planning and Research and the Division
3 Final Engineering and Design
3.1 Conduct final design of selected construction project (including field investigations, engineering, and design for PFAS treatment).
3.2 Develop the construction plans, specifications, bidding documents, and detailed cost breakdown for the selected construction project.
ITEM 3 SUBMITTAL
Final Plans and Specifications with Detailed Cost Breakdown 4 Administration and Project Management
4.1 Prepare and submit funding application documents.
4.2 Draft/advertise planning design request for proposal and request for qualifications for consultants.
4.3 Develop initial budget and revise as needed.
4.4 Prepare, review, approve, and submit claims for reimbursement.
4.5 Coordinate with Division of Drinking Water staff (attend project meetings, provide status updates, respond to questions, etc.).
4.6 Manage/oversee consultants, vendors, and contractors.
4.7 Monitor budget and schedule.
4.8 Conduct water rate study.
4.9 Conduct Proposition 218 process for water rate adoption (including updates needed to incorporate PFAS treatment).
4.10 Prepare Water Services Agreement (if applicable).
ITEM 4 SUBMITTAL
Water Rate Study; and Water Services Agreement (if applicable) 8 Contingency
5.1 Additional items to to Any done
planning necessary proceed construction. work
tits tas< recuires approva from tie Division.
uncer prior
TEM 5 SI.BM TTAL
Other (as applicable)
A-2
Exhibit 2 633
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
A-4. Disclosure.
The Recipient shall include the following disclosure statement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement:
"Funding has been provided in full or in part through an agreement with the State Water Resources Control Board using funds from Proposition 1. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." A-5. Reporting.
(a) Status Reports. The Recipient agrees to expeditiously provide progress reports pursuant to the schedule(s) in Exhibit A and/or Exhibit B and no less frequently than quarterly, starting with execution of this Agreement. Such reports shall accompany any disbursement request and shall be a condition precedent to any disbursement. At a minimum the reports will contain the following information: a summary of progress to date including a description of progress since the last report, percent complete, percent invoiced, and percent schedule elapsed; a description of compliance with environmental requirements, if any; any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. (b) As Needed Information or Reports. The Recipient agrees to provide expeditiously, during the term of this Agreement, such reports, data, and information as may be reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. (c) Federal Disadvantaged Business Enterprise (DBE) Reporting. The Recipient agrees to report DBE utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient agrees to comply with 40 CFR § 33.301.
A-6. Planning Schedule
The dates in the "Estimated Due Date" column of this Schedule may be adjusted as necessary during the Disbursement Period with Project Manager approval. However, all work or submittals must be achieved with relevant submittals approved by the Division, and the final invoice submitted, prior to the Final Disbursement Request Date set forth in Exhibit B.
A-3
Exhibit 2 634
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202790
Project No.: 1910108-008P
Amendment No. 2
ITEM
DESCRIPTION OF SUBMITTAL
CRITICAL
DUE DATE
ESTIMATED DUE
DATE
EXHBIT A-3 PLANNING SPECIFIC SCOPE OF WORK
1 Preliminary Engineering
1.1 Preliminary Engineering Report
1.2 Final Engineering Report
N/A
Complete
2 Environmental Documents (CEQA)
2.1 To Office of Planning and Research
2.2 To State Water Resources Control Board
N/A
une ', 2020
May 28, 2024
', 2020
M
,May 28, 2024
3 Final Engineering and Design
3.1 Final Plans and Specifications with detailed
cost breakdown
N/A
August ' , 2020
September 27,
2024
4 Administration and Project Management
4.1 Water Rate Study
4.2 Water Service Agreement (if applicable)
4.3 Construction Application
N/A
December', 2020
August 26, 2024
June ', 2020
TBD
October 2020
,
September 27L
2024
5 Contingency
5. ()her (as app 'cap e)
N/A
—o be Geterminea
EXHIBIT A-5 REPORTING
(a)
Status Reports
Quarterly
(b)
As Needed Information or Reports
As needed
(c)
Federal DBE Reporting
October 10t" annually
Exhibit B — FUNDING PROVISIONS
8(b)(1)
Disbursement Rec uests
Quarterly
3(c)
Final Disbursement Request
N/A
June 30, 2025
Mare 3' 2023
,
A-4
Exhibit 2 635
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D17020270O
Project No.: 1910108-008P
Amendment No. 2
EXHIBIT B - FUNDING PROVISIONS
B-1. Planning Funding.
Subject to the terms of this Agreement, the State Water Board agrees to provide Planning Funds as a grant in the amount of up to fivo one million seven hundred thousand dollars and zero cents (5500,000.00 $1,700,000.00).
B-2. Estimated Reasonable Planning Cost.
The estimated reasonable cost of the total Planning is fivc one million seven hundred thousand dollars and zero cents ($500,000.00 $1,700,000.00).
Funding Dates.
The term of this agreement is from the Eligible Start Date to the Records Retention End Date of Marci 3', 2059 December 31, 2060.
The Eligible Start Date is April 1, 2015. Otherwise eligible costs incurred prior to this date will not be reimbursed.
The Final Disbursement Request Date is Marci 3', 2023 June 30, 2025. The Deputy Director of the Division may extend this date for good cause. Extensions may require an amendment to this Agreement. All disbursement requests must be submitted to the Division such that they are received prior to this date. Late disbursement requests will not be honored and remaining amounts will be deobligated.
B-4. Funding Conditions and Exclusions.
(a) This Agreement reflects Planning funding only. If the Recipient desires construction funding, the Recipient must complete the planning process, apply for construction funding, and execute a construction funding agreement. Costs associated with the construction phase of the possible eventual construction project are not eligible for reimbursement under this Agreement. (b) The State Water Board's disbursement of funds hereunder is contingent on the Recipient's compliance with the terms and conditions of this Agreement. (c) A draft copy of the Planning documents acceptable to the Division shall be submitted to the Division prior to disbursement beyond 70% of the Planning Funds. Final Planning documents shall be submitted, acceptable to the Division, prior to disbursement beyond 90% of the Planning Funds.
(d) Planning Funds may not be used for any Indirect Costs. Any invoice submitted including Indirect Costs will cause that invoice, in its entirety, to be disputed and will not be paid until the dispute is resolved. This prohibition applies to the Recipient and any subcontract or sub -agreement for work on the Planning that will be reimbursed with grant funds pursuant to this Agreement. (Gov.
Code, § 16727.)
B-1
Exhibit 2 636
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D17020270O
Project No.: 1910108-008P
Amendment No. 2
B-5. Budget Summary
ITEM
DESCRIPTION
GRANT FUNDS
1 Preliminary Engineering
'25,000.00
$180,250
2 Environmental Documents (CEQA)
$25,000.00
$160,302
3 Final Engineering
5262,900.00
$1,172,767
4 Administration and Project Management
875,000.00
$186,681
5 Contingency
$12,100.00
TOTAL
S500,000.00
$1,700,000
B-6. Budget Flexibility.
Funds may be shifted between line items as approved by the Project Manager. The sum of adjusted line items shall not exceed the total budget amount.
B-7. Amounts Payable by the Recipient.
(a) Planning Costs. The Recipient agrees to pay any and all costs connected with the Planning including, without limitation, any and all Planning Costs. If the Planning Funds are not sufficient to pay the Planning Costs in full, the Recipient shall nonetheless complete the Planning and pay that portion of the Planning Costs in excess of available Planning Funds, and shall not be entitled to any reimbursement therefor from the State Water Board. (b) Additional Payments. Recipient shall also pay to the State Water Board the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff, consultants, contractors, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. (c) Additional Payments may be billed to the Recipient by the State Water Board from time to time, together with a statement executed by a duly authorized representative of the State Water Board, stating that the amounts billed pursuant to this section have been incurred by the State Water Board or its assignee for one or more of the above items and a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Recipient within thirty (30) days after receipt of the bill by the Recipient.
B-8. Disbursement of Planning Funds; Availability of Planning Funds. (a) The State Water Board's obligation to disburse Planning Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Planning Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other recipient. If any B-2
Exhibit 2 637
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. If this Agreement's funding for any fiscal year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an amendment to the Recipient to reflect the reduced amount.
(b) Except as may be otherwise provided in this Agreement, disbursement of Planning Funds will be made as follows:
(1) Upon execution and delivery of this Agreement, the Recipient may request disbursement for eligible Planning Costs as specified in this Exhibit from the Planning Funds through submission to the State Water Board of the Disbursement Request Form 260, or any amendment thereto, duly completed and executed.
(2) Requests must be complete and executed by the Recipient. Planning Costs incurred prior to the Eligible Start Date of this Agreement will not be funded. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. (3)
Additional Planning Funds must be requested quarterly and will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of status reports due. Late disbursement requests may not be honored. (4) The Recipient agrees that it will not request disbursement for any Planning Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each disbursement request as well as to support Match Funds claimed, if any. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Planning Funds will be made only after receipt of a complete, adequately supported, properly documented and accurately addressed disbursement request. (5)
The Recipient will not seek reimbursement of any Planning Costs that have been reimbursed from other funding sources.
(6) Recipient shall spend Planning Funds within 30 days of receipt. Any interest earned on Planning Funds shall be reported to the State Water Board and will either be required to be returned to the State Water Board or deducted from future disbursements. In the event that the Recipient fails to disburse Planning Funds to contractors or vendors within thirty (30) days from receipt of the funds, the Recipient shall immediately return such funds to the State Water Board. Interest shall accrue on such funds from the date of disbursement through the date of mailing of funds to the State Water Board. If the Recipient held such funds in interest -bearing accounts, any interest earned on the funds shall also be due to the State Water Board.
(7)
Recipient shall request its final disbursement no later than the Final Disbursement Request Date specified herein unless prior approval is granted by the Division. If the Recipient fails to do so, then the undisbursed balance of this Agreement will be deobligated.
B-3
Exhibit 2 638
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
(8) The Recipient agrees that it will not request a disbursement unless that cost is allowable, reasonable, and allocable.
(9)
Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner that is in violation of or in conflict with federal or state laws, policies, or regulations.
(10) The Recipient agrees that it shall not be entitled to interest earned on undisbursed planning funds.
(11) The Recipient agrees that any costs of the Planning not funded through this Agreement shall be expended prior to disbursements under this Agreement, except where those costs are funded by other State or federal agencies, in which case funds may be drawn on a pro -rata basis.
(12) Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources. These rates may be found at http://www.calhr.ca.cov/employees/Pac es/travel-reimbursements.aspx. Reimbursement will be at the State travel and per diem amounts that are current as of the date costs are incurred by the Recipient. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the Division. (13) The Recipient must include a certified original of the authorizing resolution designating the Authorized Representative by title with the first disbursement request, and any other documents or requests required or allowed under this Agreement.
B-9. Withholding of Disbursements and Material Violations. (a) Notwithstanding any other provision of this Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent (10%) of the Planning Funds until Planning Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Planning Completion.
(b) The State Water Board may withhold all or any portion of the funds provided for by this Agreement in the event that:
(1) The Recipient has materially violated, or threatens to materially violate, any term, provision, condition, or commitment of this Agreement; or
(2) The Recipient fails to maintain reasonable progress toward Planning Completion. (c) For the purposes of this Agreement, the terms "material violation" or "threat of material violation" include, but are not limited to:
(1) Placement on the ballot of an initiative or referendum to reduce Revenues; (2) Passage of such an initiative or referendum;
(3) Successful challenges by ratepayer(s) to the process used by Recipient to set, dedicate, or otherwise secure Revenues; or
B-4
Exhibit 2 639
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
(4) Any other action or lack of action that may be construed by the Division as a material violation or threat thereof.
B-10. Remaining Balance.
In the event the Recipient does not request all of the funds encumbered under this Agreement, any remaining funds revert to the State.
B-11. Fraud and Misuse of Public Funds.
All requests for disbursement submitted shall be accurate and signed under penalty of perjury. Any and all costs submitted pursuant to this Agreement shall only be for the tasks set forth herein. The Recipient shall not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is illegal and constitutes fraud. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements of Planning Funds and/or termination of this Agreement requiring the repayment of all funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit and refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. (Civ. Code, §§ 1572-1573; Pen. Code, §§ 470, 489-490.
B-5
Exhibit 2 640
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
EXHIBIT D — SPECIAL CONDITIONS
Recipient acknowledges and agrees to the following special conditions:
Technical:
1. The Recipient shall not proceed with a final engineering report or any other tasks in the scope of work of this Agreement until the Draft Engineering Report is approved by the Division.
2. The Recipient shall not design plans and specification (P&S) or begin environmental work until written authorization is given by the Division based on the approved Final Engineering Report. A selected construction project receiving such written authorization is referred to herein as the "Selected Construction Project."
3. Considering the need for PFAS treatment, and prior to reimbursement for additional work toward scope items 2, 3, and 4, Tthe Recipient must evaluate consolidation of the subject system with nearby water systems as part of updates to the Final Preliminary Engineering Report. Additional work on scope items 2, 3, and 4 will not be eligible for reimbursement until the Project Manager provides approval for the consolidation feasibility assessment and the selected alternative outlined in the updated Final Engineering Report.
4. The Recipient must receive written approval of their consolidation feasibility assessment as part of the Preliminary Engineering Report from the Division prior to commencing any other planning tasks.
5. If the Selected Construction Project is consolidation, the Recipient shall submit a draft water service agreement(s) between the water systems involved in the consolidation project to the Division. The water service agreement(s) shall include the requirements specified in the DWSRF Policy.
6. Recipient shall complete and submit to the Division a water rate analysis of projected operation and maintenance costs, and reserves covering at least the five (5) year period following the Project Completion Date, for Recipient's public water system. Said analysis shall include the projected operation and maintenance cost of the proposed Selected Construction Project as well as debt coverage ratio for any outstanding debt. Said water rate analysis is herein referred to as the "Rate Study."
7. Recipient shall submit its proposed process, protocols, timelines and criteria for the performance of the Rate Study to the Division for its review and approval. Recipient shall not proceed with the Rate Study until written authorization to proceed is obtained from the Division.
D-1
Exhibit 2 641
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
Environmental:
1. The Recipient shall submit all final California Environmental Quality Act (CEQA) documents and notices for the Selected Construction Project to the Office of Planning and Research, State Clearinghouse. A copy of all such CEQA documents and notices shall be sent to the State Water Board.
Office of Planning and Research
1400 Tenth Street
Sacramento, CA 95814
State Water Resources Control Board
Division of Financial Assistance
Drinking Water Environmental Review Unit
1001 I Street, 16th Floor
Sacramento, CA 95814
2. The Recipient shall submit to the Environmental Review Unit staff a prepared Biological Assessment Report or an updated previously prepared Biological Assessment Report authored by a qualified Biologist that meets the Section 7 requirements of the Endangered Species Act (ESA) for the purposes of initiating informal consultation with U.S. Fish and Wildlife Services. For further guidance on Section 7 ESA requirements early consultation with the Environmental Review Unit staff is highly recommended;
3. The Recipient shall submit to the Environmental Review Unit staff a prepared Cultural Assessment Report or an updated previously prepared Cultural Assessment Report, authored by a qualified Archaeologist that meets the Section 106 requirements of the National Historic Preservation Act (NHPA) for the purposes of initiating informal consultation with the Office of Historic Preservation. For further guidance on Section 106 NHPA requirements early consultation with the Environmental Review Unit staff is highly recommended;
4. During the Term of this Agreement, Recipient shall request approval of any change(s) to the Scope of Work. Thereafter, the State Water Board shall notify Recipient whether additional environmental review is necessary as a result of the change(s);
5. The Recipient shall not initiate project construction activities unless and until the environmental review process is complete and all applicable notices are filed by the CEQA Lead Agency;
6. The Recipient shall not use any funds from any contingency allotment, for any environmental purposes, without receiving prior written approval from the State Water Board.
Financial:
1. The Recipient may not receive construction funding for the Project until the Division receives adequate documentation regarding completion of a successful Proposition 218 -compliant process to set sufficient water rates to cover operation and maintenance costs for the selected construction project.
2. If during the Proposition 218 process, the Recipient receives more than five percent (5%) opposition to the rate increase, the Recipient will be required to implement a public education program for two (2) years following the adoption of the new water rate structure.
Other:
1. This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this D-2
Exhibit 2 642
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202709
Project No.: 1910108-008P
Amendment No. 2
Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility.
2. EXECUTIVE ORDER N-6-22 — RUSSIAN SANCTIONS.
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State Water Board determine Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State Water Board shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State Water Board.
The Recipient represents that the Recipient is not a target of economic sanctions imposed in response to Russia's actions in Ukraine imposed by the United States government or the State of California. The Recipient is required to comply with the economic sanctions imposed in response to Russia's actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in California Executive Order N-6-22, located at https://wwwegoveca.gov/wp-content uploads/2022/0313.4.22-Russia-Ukraine- Executive-Order.pdf and the sanctions identified on the United States Department of the Treasury website ( https://home,treasuryogov/policy-issues/financial-sanctions/sanctions- programs-and-country-information/ukraine-russia-related-sanctions). The Recipient is required to comply with all applicable reporting requirements regarding compliance with the economic sanctions, including, but not limited to, those reporting requirements set forth in California Executive Order N-6-22 for all Recipients with one or more agreements with the State of California with an aggregated value of Five Million Dollars ($5,000,000) or more. Notwithstanding any other provision in this Agreement, failure to comply with the economic sanctions and all applicable reporting requirements may result in termination of this Agreement.
For Recipients with an aggregated agreement value of Five Million Dollars ($5,000,000) or more with the State of California, reporting requirements include, but are not limited to, information related to steps taken in response to Russia's actions in Ukraine, including but not limited to:
1. Desisting from making any new investments or engaging in financial transactions with Russian institutions or companies that are headquartered or have their principal place of business in Russia;
2. Not transferring technology to Russia or companies that are headquartered or have their principal place of business in Russia; and
3. Direct support to the government and people of Ukraine.
D-3
Exhibit 2 643
WATER FOND 2014
PROPOSITION 1
DRINKING WATE
CITY OF BELL GARDENS
AND
CALIFORNIA STATE WATER RESOURCES CONTROL BOARD
Water Boards
PLANNING GRANT
WELL NO. 1 IMPROVEMENTS PROJECT
PROJECT NO. 1910108-008P
AGREEMENT NO. D17-02027
AMOUNT: $471,000.00
ELIGIBLE START DATE: AUGUST 24, 2016
PLANNING COMPLETION DATE: OCTOBER 1, 2019
FINAL DISBURSEMENT REQUEST DATE: APRIL 1, 2020
RECORDS RETENTION END DATE: OCTOBER 1, 2055
Exhibit 3 644
THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit 3 645
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
WHEREAS,
1. Tile State Water Board is authorized to provide financial assistance under this Agreement pursuant to the following:
• Section 1452 of the federal Safe Drinking Water Act (42 USC § 300j-12) (Federal Act) • Chapter 4.5 of Part 12 of Division 104 of the California Health and Safety Code (State Act) • Section 79724 of the Water Code (Prop 1)
2. The Recipient has applied to the State Water Board for financial assistance for the Planning described in Exhibit A of this Agreement and the State Water Board has selected the application for financial assistance.
3. The Recipient acknowledges its obligations to satisfy each of the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, mutual representations, covenants and agreements in this Agreement, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:
1. Definitions.
Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:
"Additional Payments" means the Additional Payments described in Exhibit B of this Agreement. "Agreement" means this Planning Grant, including all exhibits and attachments hereto. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title.
"DWSRF" means the Drinking Water State Revolving Fund.
"Days" means calendar days unless otherwise expressly indicated. "Disbursement Period" means the period during which Planning Funds may be disbursed. "District Office" means District Office of the Division of Drinking Water of the State Water Resources Control Board.
"Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer the SRF and Prop 1. "Division of Drinking Water" means the Division of Drinking Water of the State Water Board. "Eligible Start Date" means the date set forth in Exhibit B, establishing the date on or after which Planning Costs may be incurred and eligible for reimbursement hereunder. "Event of Default" means the occurrence of any of the following events: (a) any representation or warranty made by the Recipient under this Agreement proves to be incorrect in any material respect, (b) the Recipient's failure to observe or perform any covenant, condition, or agreement contained in Exhibit B or 1 Exhibit 3 646
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
any financial special condition in Exhibit D to this Agreement, (c) the failure of the Recipient to perform any covenant or condition under this Agreement and such failure shall remain unremedied for a period of 30 days, unless expressly waived by the Division, (d) the failure of the Recipient to keep in full force and effect its legal existence and any rights, licenses, permit, or privileges to conduct its business, or the occurrence of any material restraint on Recipient's business by a government agency or by court order (e) initiations of proceedings seeking liquidation, reorganization, or other relief with respect to the Recipient or its debts, or for the appointment of a receiver, trustee, custodian or conservator with Respect to the Recipient or any part of its assets, or similar event, (f) initiation of litigation related to the Revenues, the System, or the Project, or (g) a material adverse change in the business, operations, or condition (financial or otherwise) of Recipient.
"Final Disbursement Request Date" means the date established in Exhibit B, after which date, no further Planning Funds disbursements may be requested.
"Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period hereafter selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
"Force Account" means the use of the Recipient's own employees or resources for the Planning. "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor. "Indirect Costs" means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Planning (i.e., costs that are not directly related to the Planning). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non -project -specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances on buildings and equipment; the costs of operating and maintaining non -project -specific facilities; tuition and conference fees; generic overhead or markup; and taxes.
"Material Event" means the failure of the Recipient to observe or perform any covenant in this Agreement, and any of the following occurrences: (a) litigation related to the Revenues, the System, or the Planning, whether pending or anticipated; (b) any false warranty or representation made by the Recipient relevant to this Agreement; (c) dissolution or cessation of operations by Recipient, termination of Recipient's existence, insolvency of Recipient, or filing of a voluntary or involuntary bankruptcy petition by or on behalf of Recipient; (d) any event set forth in section 5 of this Agreement. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year.
"Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. 2 Exhibit 3 647
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
"Party Contact" means, for the Recipient, the Authorized Representative of the Recipient or any designee of the Authorized Representative, and, for the State Water Board, the Project Manager. "Planning" means the Planning as described in Exhibit A and in the documents incorporated by reference. "Planning Completion" means, as determined by the Division, that the Planning is complete to the reasonable satisfaction of the Division and is the last date on which Planning Costs may be incurred.
Work occurring after Planning Completion is not eligible for reimbursement under this Agreement. "Planning Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Planning under GAAP. "Planning Funds" means funds disbursed by the State Water Board to the Recipient for purposes of this Agreement.
"Policy" means the State Water Board's "Policy for Implementing the Drinking Water State Revolving Fund," as amended from time to time, including the current year Intended Use Plan. "Project Director" means an employee of the Recipient designated by the Authorized Representative to be responsible for the overall management of the administrative and technical aspects of the executed Agreement. The Project Director is set forth in Section 2 of this Agreement. "Project Manager" means the person designated by the State Water Board to manage performance of this Agreement. The Project Manager is set forth in Section 2 of this agreement. "Recipient" means City of BeII Gardens.
"Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board.
"Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.
"SRF" means the Drinking Water State Revolving Fund.
"State" means State of California.
"State Water Board" means the State Water Resources Control Board, an administrative and regulatory agency of the State of California.
"System" means all drinking water collection, pumping, transport, treatment, storage, and delivery facilities, including land and easements thereof, owned by the Recipient, including all properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "Year" means calendar year unless otherwise expressly indicated.
Exhibit 3 648
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
2. Party Contacts.
The Party Contacts during the term of this Agreement are:
State Water Board
Recipient
Section: Division of Financial Assistance
Name: Lawrence Sanchez, Project Manacer
Name: Chau Vu, Project Director
Address: 500 N. Central Ave. Suite 500
Address: 7100 Garfield Ave.
City, State, Zi : Glendale, CA 91203
City, State, Zip: Bell Gardens, CA 90201
Phone: (818) 551-20174
Phone: (562) 341-1790
Fax:
Fax:
Email: [email protected]
Email: cvu bell cardens.orq
The Recipient may change its Project Director upon written notice to the Project Manager, which notice shall be accompanied by authorization from the Recipient's Authorized Representative. The State Water Board will notify the Project Director of any changes to its Party Contacts.
3. Exhibits
The following exhibits to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement:
EXHIBIT A — SCOPE OF WORK
EXHIBIT B - FUNDING PROVISIONS
EXHIBIT C - STANDARD TERMS AND CONDITIONS
EXHIBIT D - SPECIAL CONDITIONS
EXHIBIT E - FEDERAL TERMS AND CONDITIONS
EXHIBIT F - DAVIS-BACON
Additionally, the following documents are incorporated by reference:
(a) [Reserved]
4. Recipient Representations and Commitments.
The Recipient represents, warrants, and commits to the following as of the Eligible Start Date and continuing thereafter for the term of this Agreement:
(a) General Commitments. The Recipient accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the Recipient in its application, accompanying documents, and communications filed in support of its request for financial assistance and throughout the term of this Agreement. (b) Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. (c) No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any 4 Exhibit 3 649
DW p 5x17
(f)
(g)
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date set forth on the first page hereof. (d) No Litigation. There are no pending or, to Recipient's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Planning.
(e) Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. As of the date set forth on the first page hereof, Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. Recipient is able to pay its debts as they become due. Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, worker's compensation and employer's liability, professional liability.
Legal Status and Eligibility. Recipient is duly organized and existing and in good standing under the laws of the State of California, and will remain so during the term of this Agreement.
Recipient shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. Recipient shall maintain its eligibility for funding under this Agreement for the term of this Agreement.
Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt.
(h) Good Standing. The Recipient is currently in compliance with the state requirements set forth in Exhibit C and the federal requirements set forth in Exhibit E. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with previous state audit disallowances.
5. Planning Completion.
The Recipient shall expeditiously proceed with and complete the Planning in accordance with this Agreement.
6. Notice.
(a) The Recipient shall notify the Division in writing within five (5) working days of the occurrence of the following:
(1) Bankruptcy, insolvency, receivership or similar event of the Recipient; (2) Actions taken pursuant to state law in anticipation of filing for bankruptcy; (3) Any Event of Default, or the anticipated occurrence of any Event of Default, except those set forth in subdivisions (b) or (c) of this section;
(4) Change of ownership of the System or change of management or service contracts, if any, for operation of the System; or
5 Exhibit 3 650
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(b) The Recipient shall notify the Division within 10 working days of any litigation pending or threatened against Recipient regarding its water capacity or its continued existence, circulation of a petition to challenge rates, consideration of dissolution, or disincorporation, or any other material threat to the Recipient's Revenues;
(c) The Recipient shall notify the Division promptly of the following:
(1) Any proposed change in scope of the Planning. Most changes will require an amendment to this Agreement;
(2) Cessation of work on the Planning where such cessation of work is expected to or does extend for a period of thirty (30) days or more;
(3)
Any circumstance, combination of circumstances, or condition, which is expected to or does delay Planning Completion for a period of ninety (90) days or more beyond the estimated date previously provided to the Division;
(4) Discovery of any potential archeological or historical resource. Should a potential archeological or historical resource be discovered during construction, the Recipient shall ensure that ail work in the area of the find will cease until a qualified archeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient shall implement appropriate actions as directed by the Division. (5)
Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction, the Recipient shall promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; (6) Any monitoring activities such that the State Water Board Division of Drinking Water and/or Regional Water Quality Control Board staff may observe and document such activities; (7)
(8)
Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; or Planning Completion.
7. Rights and Remedies Upon Event of Default.
When an Event of Default occurs and continues the State Water Board may, without notice or demand, do any or all of the following:
(a) Declare all Project Funds immediately due and payable; (b) Stop disbursing money under this Agreement or under any other agreement between Recipient and the State Water Board;
(c) Settle or adjust disputes and claims directly with account debtors, if any, for amounts, on terms and in any order that the State Water Board considers advisable, 6 Exhibit 3 651
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
8. No Obligation of the State; State Budget Act Contingency.
Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys appropriated by the State Legislature to the State Water Board from the special fund associated with this Agreement.
If the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any payments under this Agreement. In this event, the State shall have no liability to pay any funds whatsoever to Recipient or to furnish any other considerations under this Agreement and Recipient shall not be obligated to perform any provisions of this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for payment over any other recipient.
If this Agreement's funding for any Fiscal Year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an Agreement amendment to the Recipient to reflect the reduced amount.
9. Rates, Fees and Charges
The Recipient shall, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and in an amount necessary to meet its obligations under this Agreement. 7 Exhibit 3 652
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CITY OF BELL GARDENS:
By:
Name: Philip Wagner
Title: City Manager
Date:
STATE WATER RESOURCES CONTROL BOARD:
By:
Name: Leslie Laudon
Title: Deputy Director
Division of Financial Assistance
Date:
8 Exhibit 3 653
DW p 5x17
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
EXHIBIT A - SCOPE OF WORK
A-1. Completion Dates.
The Planning Completion date is established as October 1, 2019. The Recipient shall deliver any request for extension of the Planning Completion date no less than 90 days prior to the Planning Completion date.
The Division will not unreasonably deny such a timely request, but the Division may deny requests received after this time.
A-2. Purpose.
This grant is for the benefit of the Recipient. The Planning funded by this agreement is related to the possible construction project known as the Well No. 1 Improvements Project. The objective of the Planning is to replace the existing aging well pump to increase pumping capacity to 1,500 gpm; clean, conduct and redevelop planning and design necessary to the Recipients existing well to regain some pumping capacity; drill and equip a new well as a new primary source; construct a new 2.0 million gallon reservoir to meet demand requirements, and construct a new booster pump station. Currently, the Recipient lacks sufficient source capacity and must purchase additional water from Metropolitan Water District (MWD) at a higher rate.
The Recipient's receipt of funding under this Agreement is not a commitment to and does not obligate the State Water Board to provide funding for any eventual construction/implementation project.
A-3. Scope of Work.
The Recipient agrees to do the following:
ITEM
DESCRIPTIONS
1 Preliminary Engineering.
1.1 Prepare an Engineering Report that includes a summary of alternatives evaluated (including drilling a new well, storage needs, and consolidation with local water companies) as well as the selection of preferred alternatives for the proposed construction project.
1.2 Prepare concept level drawings (about 30%), outline of necessary specifications, and refined costs estimates.
1.3 Perform any necessary surveying and geotechnical work.
ITEM 1 SUBMITTAL
Draft Engineering Report & Final Engineering Report
2 Environmental Documents (CEQA)
2.1 Review Project for possible CEQA Exemptions.
2.2 Prepare CEQA Documents for selected construction project to ensure compliance with CEQA and other State and Federal environmental requirements.
2.3 Submit all final CEQA documents and notices for the selected construction project to the Office of Planning and Research, State Clearinghouse. A copy of all such CEQA documents and notices shall be sent to the Division's Environmental Review Unit (ERU).
2.4 Prepare and submit a Biological Assessment Report to the Division's ERU.
2.5 Prepare and submit a Cultural Assessment Report to the Division's ERU.
ITEM 2 SUBMITTAL
A-1
Exhibit 3 654
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
CEQA Environmental Documents to the Office of Planning and Research and the Division
3 Final Engineering and Design
3.1 Conduct final design of selected construction project.
3.2 Develop the construction plans, specifications, bidding documents, and detailed cost breakdown for the selected construction project.
ITEM 3 SUBMITTAL
Final Plans and Specifications with Detailed Cost Breakdown 4 Administration and Project Management
4.1 Prepare and submit funding application documents.
4.2 Draft/advertise planning design request for proposal and request for qualifications for consultants.
4.3 Develop initial budget and revise as needed.
4.4 Prepare, review, approve, and submit claims for reimbursement.
4.5 Coordinate with Division of Drinking Water staff (attend project meetings, provide status updates, respond to questions, etc.).
4.6 Manage/oversee consultants, vendors, and contractors.
4.7 Monitor budget and schedule.
4.8 Conduct water rate study.
4.9 Conduct Proposition 218 process for water rate adoption.
4.10 Prepare Water Services Agreement (if applicable).
ITEM 4 SUBMITTAL
Water Rate Study; and Water Services Agreement (if applicable) 5 Contingency
5.1 Additional planning items necessary to proceed to construction. Any work done under this task requires prior approval from the Division.
ITEM 5 SUBMITTAL
Other (as applicable)
A-4. Disclosure.
The Recipient shall include the following disclosure statement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement:
"Funding has been provided in full or in part through an agreement with the State Water Resources Control Board using funds from Proposition 1. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." A-5: Reporting.
(a) Status Reports. The Recipient agrees to expeditiously provide progress reports pursuant to the schedule(s) in Exhibit A and/or Exhibit B and no less frequently than quarterly, starting with execution of this Agreement. Such reports shall accompany any disbursement request and shall be a condition precedent to any disbursement. At a minimum the reports will contain the following information: a summary of progress to date including a description of progress since the last report, percent complete, percent invoiced, and percent schedule elapsed; a description A-2
Exhibit 3 655
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
of compliance with environmental requirements, if any; any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. (b) As Needed Information or Reports. The Recipient agrees to provide expeditiously, during the term of this Agreement, such reports, data, and information as may be reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. (c) Federal Disadvantaged Business Enterprise (DBE) Reporting. The Recipient agrees to report DBE utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient agrees to comply with 40 CFR § 33.301.
A-6. Planning Schedule
The dates in the "Estimated Due Date" column of this Schedule may be adjusted as necessary during the Disbursement Period with Project Manager approval. However, all work or submittals must be achieved with relevant submittals approved by the Division, and the final invoice submitted, prior to the Final Disbursement Request Date set forth in Exhibit B.
ITEM
DESCRIPTION OF SUBMITTAL
CRITICAL
DUE DATE
ESTIMATED DUE
DATE
EXHBIT A-3 PLANNING SPECIFIC SCOPE OF WORK
1 Preliminary Engineering
1.1 Preliminary Engineering Report
1.2 Final Engineering Report
N/A
June 1, 2018
September 1, 2018
2 Environmental Documents (CEQA)
2.1 To Office of Planning and Research
2.2 To State Water Resources Control Board
N/A
June 1, 2019
June 1, 2019
3 Final Engineering and Design
3.1 Final Plans and Specifications with detailed
cost breakdown
N/A
August 1, 2019
4 Administration and Project Management
4.1 Water Rate Study
4.2 Water Service Agreement (if applicable)
4.3 Construction Application
N/A
December 1, 2018
June 1, 2019
October 1, 2019
5 Contingency
5.1 Other (as applicable)
N/A
To be determined
EXHIBIT A-5 REPORTING
(a)
Status Reports
Quarterly
(b)
As Needed Information or Reports
As needed
(c)
Federal DBE ReDortinc
October 10th annually
Exhibit B — FUNDING PROVISIONS
8(b)(1)
Disbursement Recuests
Quarterly
3(c)
Final Disbursement Request
N/A
April 1, 2020
A-3
Exhibit 3 656
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
EXHIBIT B - FUNDING PROVISIONS
B-1. Planning Funding.
Subject to the terms of this Agreement, the State Water Board agrees to provide Planning Funds as a grant in the amount of up to four hundred seventy one thousand dollars and zero cents ($471,000.00).
B-2. Estimated Reasonable Planning Cost.
The estimated reasonable cost of the total Planning is four hundred seventy one thousand dollars and zero cents ($471,000.00).
B-3. Funding Dates.
(a) The term of this agreement is from the Eligible Start Date to the Records Retention End Date of October 1, 2055.
(b) The Eligible Start Date is August 24, 2016. Otherwise eligible costs incurred prior to this date will not be reimbursed.
(c)
The Final Disbursement Request Date is April 1, 2020. The Deputy Director of the Division may extend this date for good cause. Extensions may require an amendment to this Agreement. All disbursement requests must be submitted to the Division such that they are received prior to this date. Late disbursement requests will not be honored and remaining amounts will be deobligated.
B-4. Funding Conditions and Exclusions.
(a) This Agreement reflects Planning funding only. If the Recipient desires construction funding, the Recipient must complete the planning process, apply for construction funding, and execute a construction funding agreement. Costs associated with the construction phase of the possible eventual construction project are not eligible for reimbursement under this Agreement. (b) The State Water Board's disbursement of funds hereunder is contingent on the Recipient's compliance with the terms and conditions of this Agreement. (c) A draft copy of the Planning documents acceptable to the Division shall be submitted to the Division prior to disbursement beyond 70% of the Planning Funds. Final Planning documents shall be submitted, acceptable to the Division, prior to disbursement beyond 90% of the Planning Funds.
(d) Planning Funds may not be used for any Indirect Costs. Any invoice submitted including Indirect Costs will cause that invoice, in its entirety, to be disputed and will not be paid until the dispute is resolved. This prohibition applies to the Recipient and any subcontract or sub -agreement for work on the Planning that will be reimbursed with grant funds pursuant to this Agreement. (Gov.
Code, § 16727.)
B-1
Exhibit 3 657
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
B-5. Budget Summary
ITEM
DESCRIPTION
GRANT FUNDS
1 Preliminary Engineering
$125,000.00
2 Environmental Documents (CEQA) •
$500.00
3 Final Engineering
$195,000.00
4 Administration and Pro'ect Management
$60,000.00
5 Contingency
$90,500.00
TOTAL
$471,000.00
B-6. Budget Flexibility.
Funds may be shifted between line items as approved by the Project Manager. The sum of adjusted line items shall not exceed the total budget amount.
B-7. Amounts Payable by the Recipient.
(a) Planning Costs. The Recipient agrees to pay any and all costs connected with the Planning including, without limitation, any and all Planning Costs. If the Planning Funds are not sufficient to pay the Planning Costs in full, the Recipient shall nonetheless complete the Planning and pay that portion of the Planning Costs in excess of available Planning Funds, and shall not be entitled to any reimbursement therefor from the State Water Board. (b) Additional Payments. Recipient shall also pay to the State Water Board the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants,trustees, staff, consultants, contractors, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. (c)
Additional Payments may be billed to the Recipient by the State Water Board from time to time, together with a statement executed by a duly authorized representative of the State Water Board, stating that the amounts billed pursuant to this section have been incurred by the State Water Board or its assignee for one or more of the above items and a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Recipient within thirty (30) days after receipt of the bill by the Recipient.
B-8. Disbursement of Planning Funds; Availability of Planning Funds. (a)
The State Water Board's obligation to disburse Planning Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Planning Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other recipient. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. If this Agreement's funding for any fiscal year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel B-2
Exhibit 3 658
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
this Agreement with no liability occurring to the State, or offer an amendment to the Recipient to reflect the reduced amount.
(b) Except as may be otherwise provided in this Agreement, disbursement of Planning Funds will be made as follows:
(1)
Upon execution and delivery of this Agreement, the Recipient may request disbursement for eligible Planning Costs as specified in this Exhibit from the Planning Funds through submission to the State Water Board of the Disbursement Request Form 260, or any amendment thereto, duly completed and executed.
(2) Requests must be complete and executed by the Recipient. Planning Costs incurred prior to the Eligible Start Date of this Agreement will not be funded. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. (3)
Additional Planning Funds must be requested quarterly and will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of status reports due. Late disbursement requests may not be honored. (4) The Recipient agrees that it will not request disbursement for any Planning Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each disbursement request as well as to support Match Funds claimed, if any, The amount requested for administration costs must include a calculation formula (Le., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Planning Funds will be made only after receipt of a complete, adequately supported, properly documented and accurately addressed disbursement request. (5)
The Recipient will not seek reimbursement of any Planning Costs that have been reimbursed from other funding sources.
(6) Recipient shall spend Planning Funds within 30 days of receipt. Any interest earned on Planning Funds shall be reported to the State Water Board and will either be required to be returned to the State Water Board or deducted from future disbursements. In the event that the Recipient fails to disburse Planning Funds to contractors or vendors within thirty (30) days from receipt of the funds, the Recipient shall immediately return such funds to the State Water Board. Interest shall accrue on such funds from the date of disbursement through the date of mailing of funds to the State Water Board. If the Recipient held such funds in interest -bearing accounts, any interest earned on the funds shall also be due to the State Water Board.
(7)
Recipient shall request its final disbursement no later than the Final Disbursement Request Date specified herein unless prior approval is granted by the Division. If the Recipient fails to do so, then the undisbursed balance of this Agreement will be deobligated. (8) The Recipient agrees that it will not request a disbursement unless that cost is allowable, reasonable, and allocable.
(9)
Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner that is in violation of or in conflict with federal or state laws, policies, or regulations.
B-3
Exhibit 3 659
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(10) The Recipient agrees that it shall not be entitled to interest earned on undisbursed planning funds.
(11) The Recipient agrees that any costs of the Planning not funded through this Agreement shall be expended prior to disbursements under this Agreement, except where those costs are funded by other State or federal agencies, in which case funds may be drawn on a pro -rata basis.
(12) Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources. These rates may be found at htto:// www.calhr.ca.gov/em Dloyees/Paqes/travel-reim bursements.ascx. Reimbursement will be at the State travel and per diem amounts that are current as of the date costs are incurred by the Recipient. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the Division. (13) The Recipient must include a certified original of the authorizing resolution designating the Authorized Representative by title with the first disbursement request, and any other documents or requests required or allowed under this Agreement.
B-9. Withholding of Disbursements and Material Violations. (a) Notwithstanding any other provision of this Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent (10%) of the Planning Funds until Planning Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Planning Completion.
(b) The State Water Board may withhold all or any portion of the funds provided for by this Agreement in the event that:
(1) The Recipient has materially violated, or threatens to materially violate, any term, provision, condition, or commitment of this Agreement; or
(2) The Recipient fails to maintain reasonable progress toward Planning Completion. (c) For the purposes of this Agreement, the terms "material violation" or "threat of material violation" include, but are not limited to:
(1) Placement on the ballot of an initiative or referendum to reduce Revenues; (2) Passage of such an initiative or referendum;
(3)
Successful challenges by ratepayer(s) to the process used by Recipient to set, dedicate, or otherwise secure Revenues; or
(4) Any other action or lack of action that may be construed by the Division as a material violation or threat thereof.
B-10. Remaining Balance.
In the event the Recipient does not request all of the funds encumbered under this Agreement, any remaining funds revert to the State.
B-4
Exhibit 3 660
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
B-11. Fraud and Misuse of Public Funds.
All requests for disbursement submitted shall be accurate and signed under penalty of perjury. Any and all costs submitted pursuant to this Agreement shall only be for the tasks set forth herein. The Recipient shall not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is illegal and constitutes fraud. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements of Planning Funds and/or termination of this Agreement requiring the repayment of all funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit and refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. (Civ. Code, §§ 1572-1573; Pen. Code, §§ 470, 489-490.)
B-5
Exhibit 3 661
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement;
(b) Comply with the State Water Board's Policy;
(c)
Comply with and require compliance with the list of state laws (cross -cutters) in Section C-31 of this Agreement.
(d) Comply with and require its contractors and subcontractors to comply with the list of federal laws (cross -cutters) attached as Exhibit E.
C-9. Conflict of Interest.
The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance, and shall remain compliant through the Planning Completion with applicable state and federal conflict of interest laws, including but not limited to laws related to conflict of interest laws related to contracting and procurement.
C-10. Damages for Breach Affecting Tax -Exempt Status or Federal Compliance In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, including bonds issued on behalf of the State Water Board, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the failure of Planning Funds to be used pursuant to the provisions of this Agreement, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.
C-11. Disputes,
(a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board's Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute.
(b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law.
(c) Recipient shall continue with the responsibilities under this Agreement during any dispute. (d) This section does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4.
C-2
Exhibit 3 662
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
ensure that the prevailing wage provisions of the State Labor Code are being met. In addition, the Recipient agrees to comply with the Davis -Bacon provisions of Exhibit F.
C-25. Professionals.
The Recipient agrees that only professionals with valid licenses in the State of California will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, or design, or other word requiring interpretation and proper application of engineering or geologic sciences shall be prepared by or under the direction of persons registered to practice in California. All technical reports must contain the statement of the qualifications of the responsible registered professional(s). Technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work.
C-26. Public Funding.
This Planning is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances.
C-27. Recipient's Responsibility for Work.
The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to and disposing of any and all disputes arising out of its contracts for work on the Planning. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work.
C-28. Records.
Without limitation of the requirement to maintain Planning accounts in accordance with GAAP, the Recipient agrees to:
(a) Establish an official file for the Planning which shall adequately document all significant actions relative to the Planning;
(b) Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Planning, including all assistance funds received under this Agreement; (c) Establish separate accounts which will adequately depict all income received which is attributable to the Planning, specifically including any income attributable to assistance funds disbursed under this Agreement;
(d) Establish an accounting system which will accurately depict final total costs of the Planning, including both direct and indirect costs. Indirect Costs are not eligible for funding under this Agreement;
(e) Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations;
C-6
Exhibit 3 663
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(f)
If Force Account is used by the Recipient for the Planning, accounts will be established which reasonably document all employee hours charged to the Planning and the associated tasks performed by each employee;
(g) Maintain separate books, records and other material relative to the Planning; and (h) Retain such books, records, and other material for itself and for each contractor or subcontractor who performed work on this Planning for a minimum of thirty-six (36) years after Planning Completion. The Recipient shall require that such books, records, and other material be subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned, and shall allow and shall require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section shall survive the term of this Agreement.
C-29. Related Litigation.
The Recipient is prohibited from using funds from any disbursement under this Agreement to pay costs associated with any litigation the Recipient pursues. Regardless of whether the Planning or any eventual construction project is the subject of litigation, the Recipient agrees to complete the Planning funded by this Agreement or to repay all Planning Funds plus interest to the State Water Board.
C-30. Rights in Data.
The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request.
C-31. State Cross -Cutter Compliance.
Recipient represents and certifies that, to the extent applicable, it is in compliance with the following conditions precedent and agrees that it will continue to maintain compliance during the term of this Agreement:
(a) State Water Board's Drought Emergency Water Conservation regulations. The Recipient will include a discussion of its implementation in Status Reports submitted pursuant to this Agreement. (Tit. 23, art. 22.5, Cal. Code Regs.)
(b) California Environmental Quality Act (CEQA). Implementation and construction activities must comply with CEQA and potentially other environmental review requirements, including the National Environmental Policy Act (NEPA). Proceeding with work subject to CEQA and/or NEPA without environmental clearance by the State Water Board shall constitute a breach of a material provision of this Agreement.
C-7
Exhibit 3 664
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(c) Monthly Diversion Reports. If Recipient is a water diverter, Recipient must maintain compliance by submitting monthly diversion reports to the Division of Water Rights of the State Water Resources Control Board. (Wat. Code, § 5103, subd. (e)(2)(A).) (d) Contractor Registry. To bid for public works contracts, Recipient acknowledges that Recipient and Recipient's subcontractors must register with the Department of Industrial Relations. (Lab.
Code, §§ 1725.5, 1771.1)
(e) Volumetric Pricing and Water Meters. If Recipient is an urban water supplier as defined by section 10617 of the Water Code, it shall have complied and maintain compliance with sections 526 and 527 of the Water Code relating to installation of meters and volumetric charging. (Wat.
Code, §§ 526 and 527.)
(f)
(g)
Urban Water Management Planning Act If Recipient is an "urban water supplier" as defined by Water Code section 10617, the Recipient certifies that it has submitted an Urban Water Management Plan that has been deemed complete by the Department of Water Resources and is in compliance with that plan. This shall constitute a condition precedent to this Agreement. (Wat. Code, § 10610 et seq.)
Urban Water Demand Management Water Code. If Recipient is an "urban water supplier" as defined by Water Code section 10617, Recipient must comply with water conservation measures established by SBx7-7. (Wat. Code, § 10608.56.)
(h) Delta Plan Consistency Findings. If Recipient is a state or local public agency and the proposed action is covered by the Delta Plan, Recipient will submit a certification of project consistency with the Delta Plan to the Delta Stewardship Council prior to undertaking the implementation/construction project associated with this Planning. (Wat. Code, § 85225; Cal.
Code Regs., tit. 23, § 5002.)
(i)
(j)
Agricultural Water Management Plan Consistency. A Recipient that is an agricultural water supplier as defined by section 10608.12 of the Water Code must comply with the Agricultural Water Management Planning Act. (Wat. Code, § 10800 et seq.) Charter City Project Labor Requirements. Labor Code section 1782 and Public Contract Code section 2503:
(1) Prevailing Wage
Where Recipient is a charter city or a joint powers authority that includes a charter city, Recipient certifies that no charter provision nor ordinance authorizes a construction project contractor not to comply with Labor Code's prevailing wage rate requirements, nor, within the prior two years (starting from January 1, 2015 or after) has the city awarded a public works contract without requiring the contractor to comply with such wage rate requirements according to Labor Code section 1782,
(2) Labor Agreements
Where Recipient is a charter city or a joint powers authority that includes a charter city, Recipient certifies that no charter provision, initiative, or ordinance limits or constrains the city's authority or discretion to adopt, require, or utilize project labor agreements that include all the taxpayer protection antidiscrimination provisions of Public Contract Code section 2500 in construction projects, and that Recipient is accordingly eligible for state funding or financial assistance pursuant to Public Contract Code section 2503.
C-8
Exhibit 3 665
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
C-32. State Water Board Action; Costs and Attorney Fees.
The Recipient agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Planning, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees.
C-33. Termination; Immediate Acceleration; Interest.
(a) This Agreement may be terminated at any time prior to the End Date set forth in Exhibit B, at the option of the State Water Board, upon violation any Event of Default after such violation has been called to the attention of the Recipient and after failure of the Recipient to bring itself into compliance with the provisions of this Agreement within a reasonable time as established by the Division.
(b) In the event of such termination, the Recipient agrees, upon demand, to immediately repay to the State Water Board an amount equal to Planning Funds disbursed hereunder, accrued interest, penalty assessments, and Additional Payments. In the event of termination., interest shall accrue on all amounts due at the highest legal rate of interest from the date that notice of termination is mailed to the Recipient to the date all monies due have been received by the State Water Board. (c)
[Reserved]
C-34. Timeliness.
Time is of the essence in this Agreement.
C-35. Unenforceable Provision.
In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.
C-36. Venue.
The State Water Board and the Recipient hereby agree that any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California.
C-37. Waiver and Rights of the State Water Board.
Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter.
Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law.
C-9
Exhibit 3 666
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
EXHIBIT D - SPECIAL CONDITIONS
Recipient acknowledges and agrees to the following special conditions:
Technical:
1. The Recipient shall not proceed with a final engineering report or any other tasks in the scope of work of this Agreement until the Draft Engineering Report is approved by the Division.
2. The Recipient shall not design plans and specification (P&S) or begin environmental work until written authorization is given by the Division based on the approved Final Engineering Report. A selected construction project receiving such written authorization is referred to herein as the "Selected Construction Project."
3. The Recipient must evaluate consolidation of the subject system with nearby water systems. If consolidation is deemed infeasible, the Recipient must discuss the reason for that determination in the Preliminary Engineering Report.
4. The Recipient must receive written approval of their consolidation feasibility assessment as part of the Preliminary Engineering Report from the Division prior to commencing any other planning tasks.
5. If the Selected Construction Project is consolidation, the Recipient shall submit a draft water service agreement(s) between the water systems involved in the consolidation project to the Division. The water service agreement(s) shall include the requirements specified in the DWSRF Policy.
6. Recipient shall complete and submit to the Division a water rate analysis of projected operation and maintenance costs, and reserves covering at least the five (5) year period following the Project Completion Date, for Recipient's public water system. Said analysis shall include the projected operation and maintenance cost of the proposed Selected Construction Project as well as debt coverage ratio for any outstanding debt. Said water rate analysis is herein referred to as the "Rate Study."
7. Recipient shall submit its proposed process, protocols, timelines and criteria for the performance of the Rate Study to the Division for its review and approval. Recipient shall not proceed with the Rate Study until written authorization to proceed is obtained from the Division.
Environmental:
1. The Recipient shall submit all final California Environmental Quality Act (CEQA) documents and notices for the Selected Construction Project to the Office of Planning and Research, State Clearinghouse. A copy of all such CEQA documents and notices shall be sent to the State Water Board.
Office of Planning and Research
1400 Tenth Street
Sacramento, CA 95814
State Water Resources Control Board
Division of Financial Assistance
Drinking Water Environmental Review Unit
1001 I Street, 16th Floor
Sacramento, CA 95814
2. The Recipient shall submit to the Environmental Review Unit staff a prepared Biological Assessment Report or an updated previously prepared Biological Assessment Report authored by a qualified Biologist that meets the Section 7 requirements of the Endangered Species Act D-1
Exhibit 3 667
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(ESA) for the purposes of initiating informal consultation with U.S. Fish and Wildlife Services. For further guidance on Section 7 ESA requirements early consultation with the Environmental Review Unit staff is highly recommended;
3. The Recipient shall submit to the Environmental Review Unit staff a prepared Cultural Assessment Report or an updated previously prepared Cultural Assessment Report, authored by a qualified Archaeologist that meets the Section 106 requirements of the National Historic Preservation Act (NHPA) for the purposes of initiating informal consultation with the Office of Historic Preservation. For further guidance on Section 106 NHPA requirements early consultation with the Environmental Review Unit staff is highly recommended;
4. During the Term of this Agreement, Recipient shall request approval of any change(s) to the Scope of Work. Thereafter, the State Water Board shall notify Recipient whether additional environmental review is necessary as a result of the change(s);
5. The Recipient shall not initiate project construction activities unless and until the environmental review process is complete and all applicable notices are filed by the CEQA Lead Agency;
6. The Recipient shall not use any funds from any contingency allotment, for any environmental purposes, without receiving prior written approval from the State Water Board.
Financial:
1. The Recipient may not receive construction funding for the Project until the Division receives adequate documentation regarding completion of a successful Proposition 218 -compliant process to set sufficient water rates to cover operation and maintenance costs for the selected construction project.
2. If during the Proposition 218 process, the Recipient receives more than five percent (5%) opposition to the rate increase, the Recipient will be required to implement a public education program for two (2) years following the adoption of the new water rate structure.
D-2
Exhibit 3 668
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
EXHIBIT E - FEDERAL CONDITIONS & CROSS -CUTTERS
The Recipient agrees to comply with the following federal conditions:
A. Federal Award Conditions
1. American Iron and Steel. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase "iron and steel products" produced outside of the United States on this project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all "iron and steel products" used in the project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. "Steel" means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.
2. Wage Rate Requirements (Davis -Bacon). The Recipient shall include in full the language provided in Exhibit F in all contracts and subcontracts.
3. Signage/Awareness Requirements. The Recipient shall comply with the USEPA's Guidelines for Enhancing Public Awareness of SRF Assistance Agreements, dated June 3, 2015, as otherwise specified in this Agreement.
4. Public or Media Events. The Recipient shall notify the State Water Board and the EPA contact as provided in the notice provisions of this Agreement of public or media events publicizing the accomplishment of significant events related to this Planning and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice.
5. EPA General Terms and Conditions (USEPA GTCs). The Recipient shall comply with applicable EPA general terms and conditions found at htto:// www.eoa.gov/ocd , including but not limited to the following:
a. DUNS. No Recipient may receive funding under this Agreement unless it has provided its DUNS number to the State Water Board.
b. Executive Compensation. The Recipient shall report the names and total compensation of each of its five most highly compensated executives for the preceding completed fiscal year, as set forth in the USEPA GTCs.
c. Contractors, Subcontractors, Debarment and Suspension, Executive Order 12549; 2 CFR Part 180; 2 CFR Part 1532. The Recipient shall comply with Subpart C of 2 CFR Part 180 and shall ensure that its contracts include compliance. The Recipient shall not subcontract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, "Debarment and Suspension". The Recipient shall not subcontract with any individual or organization on USEPA's List of Violating Facilities. The Recipient shall certify that it and its principals, and shall obtain certifications from its contractors that they and their principals:
Exhibit 3
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
• Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; • Have not within a three (3) year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in the foregoing paragraph; and
• Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state or local) terminated for cause or default.
Suspension and debarment information can be accessed at http://www.sam.gov .
The Recipient represents and warrants that it has or will include a term or conditions requiring compliance with this provision in all of its contracts and subcontracts under this Agreement. The Recipient acknowledges that failing to disclose the information as required at 2 CFR 180.335 may result in the termination, delay or negation of this Agreement, or pursuance of legal remedies, including suspension and debarment. d. Conflict of Interest. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA's Final Financial Assistance Conflict of Interest Policy at htt3s:// www.e3a.gov/crants/eDas-final-financial- assistance-conflict-interest-policy. A conflict of interest may result in disallowance of costs.
e. Copyright and Patent. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid -up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed. f. Credit. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the following statement:
"This project has been funded wholly or in part by the United States Environmental Protection Agency and the State Water Resources Control Board. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency or the State Water Resources Control Board, nor does the EPA or the Board endorse trade names or recommend the use of commercial products mentioned in this document"
g. Electronic and Information Technology Accessibility. The Recipient is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 Exhibit 3
Eth)
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Planning.
h. Trafficking in Persons. The Recipient, its employees, contractors and subcontractors and their employees may not engage in severe forms of trafficking in persons during the term of this Agreement, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement and full payment will be due immediately, if a Recipient or subrecipient that is a private entity is determined to have violated the foregoing. Trafficking Victims Protection Act of 2000.
B. Super Cross -Cutters - Civil Rights Obligations. The Recipient must comply with the following federal non-discrimination requirements:
Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). • Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities.
• The Age Discrimination Act of 1975, which prohibits age discrimination. • 40 CFR Part 7, as it relates to the foregoing.
• Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Planning the following provisions:
"During the performance of this contract, the contractor agrees as follows:
"(1) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. 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 contracting officer setting forth the provisions of this nondiscrimination clause. "(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
Exhibit 3
�71
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
"(4) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
"(5) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
"(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
"(7) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States."
C. Cross -Cutters
a. Disadvantaged Business Enterprises (40 CFR Part 33). The Recipient agrees to comply with the requirements of USEPA's Program for Utilization of Small, Minority and Women's Business Enterprises. The DBE rule can be accessed at www.ena.gov/osbo . The Recipient shall comply with, and agrees to require its prime contractors to comply with 40 CFR Section
33.301, and retain all records documenting compliance with the six good faith efforts. (IUP) b. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: httu:// www.sam.gov/ . c. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§ 4601-4655. The Recipient must comply with the Act's implementing regulations at 49 CFR 24.101 through 24.105.
d. Debarment and Suspension Executive Order No. 12549 (1986). The Recipient certifies that it will not knowingly enter into a contract with anyone who is ineligible under the 40 CFR Part 32 to participate in the Planning. Contractors on the Planning must provide a similar Exhibit 3
Et2
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
certification prior to the award of a contract and subcontractors on the Planning must provide the general contractor with the certification prior to the award of any subcontract. e. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA's Central Data Exchange, it will ensure that any connections are secure.
D. Geospatial Data Standards
All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fcdc.gov .
Exhibit 3
F03
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
EXHIBIT F DAVIS-BACON
For purposes of this Exhibit only, "subrecipient" or "sub recipient" means the Recipient as defined in this Agreement.
For purposes of this Exhibit only, "recipient" or "State recipient" means the State Water Board.
I. Requirements For Sub recipients That Are Governmental Entities:
If a sub recipient has questions regarding when Davis -Bacon (DB) applies, obtaining the correct DB wage determinations, DB provisions, or compliance monitoring, it may contact the State Water Board at DavisBacon(a�waterboards.ca.gov or phone (916) 327-7323. The recipient or sub recipient may also obtain additional guidance from DOL's web site at http://www.doLgov/whd/
1. Applicability of the Davis -Bacon (DB) prevailing wage requirements.
DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried out in whole or in part with assistance made available by a State water pollution control revolving fund and to any construction project carried out in whole or in part by assistance made available by a drinking water treatment revolving loan fund. If a sub recipient encounters a unique situation at a site that presents uncertainties regarding DB applicability, the sub recipient must discuss the situation with the recipient State before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that subcontractors follow the wage determination incorporated into the prime contract.
(i)
While the solicitation remains open, the sub recipient shall monitor www.wdol.cov weekly to ensure that the wage determination contained in the solicitation remains current. The sub recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the sub recipients may request a finding from the State recipient that there is not a reasonable time to notify interested contractors of the modification of the wage determination. The State recipient will provide a report of its findings to the sub recipient. (ii) If the sub recipient does not award the contract within 90 days of the closure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the State recipient, at the request of the sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.cov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicitation remain current. (b) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or similar instrument to an existing contractor (ordering instrument) rather than by publishing Exhibit 3
6/4
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
a solicitation, the sub recipient shall insert the appropriate DOL wage determination from www.wdol.cov into the ordering instrument.
(c) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify that the prime contractor has required its subcontractors to include the applicable wage determinations.
(d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the sub recipient has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract or ordering instrument by change order. The sub recipient's contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF or a construction project under the DWSRF - financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in 29 CFR § 5.1 or, for CWSRF projects, the FY 2015 Water Resource Reform and Development Act, or for DWSRF projects, the Consolidated Appropriations Act, 2017, the following clauses:
(1) Minimum wages.
(i)
All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4).
Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph Exhibit 3
F6T5
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(a)(1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Sub recipients may obtain wage determinations from the U.S. Department of Labor's web site, www.dol.gov .
(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The State award official shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the sub recipient(s) agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by thesub recipient (s) to the State award official. The State award official will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the State award official or will notify the State award official within the 30 -day period that additional time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the sub recipient(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the State award official, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
Exhibit 3
F67 6
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding.
The sub recipient(s), shall upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3)
Payrolls and basic records.
(i)
Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.
(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the sub recipient, that is, the entity that Exhibit 3
FbA/7
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
receives the sub -grant or loan from the State capitalization grant recipient. Such documentation shall be available on request of the State recipient or EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR
5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at https://www.dol.gov/whd/forms/index.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sub recipient(s).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
(3)
That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.
Exhibit 3
F6518
City of Bell Gardens
Agreement No.: D17-02027
Project No,: 1910108-008P
)
The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the State, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees
(i) Apprentices.
Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
Trainees.
Exhibit 3
F619
City of Bell Gardens
Agreement No,: D17-02027
Project No.: 1910108-008P
Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program.
If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
Equal employment opportunity.
The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30.
(5) Compliance with Copeland Act requirements.
The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.
(6) Subcontracts.
The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR
5.5. (7)
Contract termination; debarment.
A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR
5.12. (8) Compliance with Davis -Bacon and Related Act requirements.
Exhibit 3
F6�0
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards.
Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and sub recipient(s), State, EPA, the U.S.
Department of Labor, or the employees or their representatives. (10) Certification of eligibility.
(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis - Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements.
No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages.
In the event of any violation of the clause set forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $25 for each calendar day on which such individual was required or permitted Exhibit 3
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3)
Withholding for unpaid wages and liquidated damages.
The sub recipient, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts.
The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the USEPA and the Department of Labor and the State Water Board, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job.
Compliance Verification
(a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR
5.6(a)(3), all interviews must be conducted in confidence. The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (b) The sub recipient shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other information indicated that there is a risk that the contractor or subcontractor is not complying with DB. Sub recipients shall immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence." Exhibit 3
F6%2
City of Bell Gardens
Agreement No.: D17-02027
Project No.: 1910108-008P
(c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, if practicable, the sub recipient should spot check payroll data within two weeks of each contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. In addition, during the examinations the sub recipient shall verify evidence of fringe benefit plans and payments there under by contractors and subcontractors who claim credit for fringe benefit contributions.
(d) The sub recipient shall periodically review contractors' and subcontractors' use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above.
(e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at htto:// www.dol.cov/whd/america2.htm .
Exhibit 3
F&1
PROPOSITION 1
DRINKING ATE
CITY OF BELL GARDENS
AND
CALIFORNIA STATE WATER RESOURCES CONTROL BOARD
PLANNING GRANT
WELL NO. 1 IMPROVEMENTS PROJECT
PROJECT NO. 1910108-008P
CALSTARS AGREEMENT NO. D17-02027
FISCAL AGREEMENT NO. SWRCB0000000000D170202700
AMENDMENT NO. 1
AMOUNT:
J
999 99
$500,000.00
ELIGIBLE START DATE: AUGUST 2,1, 20'6 APRIL 1, 2015
PLANNING COMPLETION DATE: OCTOBER', 20'0 MARCH 31, 2023 FINAL DISBURSEMENT REQUEST DATE: APR L', 2020 MARCH 31, 2023 RECORDS RETENTION END DATE: OCTOBER', 2e MARCH 31, 2059 This Agreement executed by the State Water Board on March 20, 2018, is hereby amended and restated, to revise Exhibits A and B (deletions shown as stricken and revisions in bold and underlined,. Except as noted herein all other terms and conditions shall remain the same. Please note, page numbers may have changed.
Exhibit 3 684
THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit 3 685
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FISCAL Agreement No.: SWRCB0000000000D170202700
Project No.: 1910108-008P
Amendment No. 1
WHEREAS,
1. The State Water Board is authorized to provide financial assistance under this Agreement pursuant to the following:
• Section 1452 of the federal Safe Drinking Water Act (42 USC § 300j-12) (Federal Act) • Chapter 4.5 of Part 12 of Division 104 of the California Health and Safety Code (State Act) • Section 79724 of the Water Code (Prop 1)
2. The Recipient has applied to the State Water Board for financial assistance for the Planning described in Exhibit A of this Agreement and the State Water Board has selected the application for financial assistance.
3. The Recipient acknowledges its obligations to satisfy each of the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, mutual representations, covenants and agreements in this Agreement, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:
1. Definitions.
Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:
"Additional Payments" means the Additional Payments described in Exhibit B of this Agreement. "Agreement" means this Planning Grant, including all exhibits and attachments hereto. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title.
"DWSRF" means the Drinking Water State Revolving Fund.
"Days" means calendar days unless otherwise expressly indicated. "Disbursement Period" means the period during which Planning Funds may be disbursed. "District Office" means District Office of the Division of Drinking Water of the State Water Resources Control Board.
"Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer the SRF and Prop 1. "Division of Drinking Water" means the Division of Drinking Water of the State Water Board. "Eligible Start Date" means the date set forth in Exhibit B, establishing the date on or after which Planning Costs may be incurred and eligible for reimbursement hereunder, 1 Exhibit 3 686
DWp5x17
City of Bell Gardens
CALSTARS Agreement No.: D17-02027
FI CAE. Agreement No.: SWRCB0000000000D170202700
Project No.: 1910108-008P
Amendment No. 1
"Event of Default" means the occurrence of any of the following events: (a) any representation or warranty made by the Recipient under this Agreement proves to be incorrect in any material respect, (b) the Recipient's failure to observe or perform any covenant, condition, or agreement contained in Exhibit B or any financial special condition in Exhibit D to this Agreement, (c) the failure of the Recipient to perform any covenant or condition under this Agreement and such failure shall remain unremedied for a period of 30 days, unless expressly waived by the Division, (d) the failure of the Recipient to keep in full force and effect its legal existence and any rights, licenses, permit, or privileges to conduct its business, or the occurrence of any material restraint on Recipient's business by a government agency or by court order (e) initiations of proceedings seeking liquidation, reorganization, or other relief with respect to the Recipient or its debts, or for the appointment of a receiver, trustee, custodian or conservator with Respect to the Recipient or any part of its assets, or similar event, (f) initiation of litigation related to the Revenues, the System, or the Project, or (g) a material adverse change in the business, operations, or condition (financial or otherwise) of Recipient.
"Final Disbursement Request Date" means the date established in Exhibit B, after which date, no further Planning Funds disbursements may be requested.
"Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period hereafter selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
"Force Account" means the use of the Recipient's own employees or resources for the Planning. "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor. "indirect Costs" means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Planning (i.e., costs that are not directly related to the Planning). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non -project -specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances on buildings and equipment; the costs of operating and maintaining non -project -specific facilities; tuition and conference fees; generic overhead or markup; and taxes.
"Material Event" means the failure of the Recipient to observe or perform any covenant in this Agreement, and any of the following occurrences: (a) litigation related to the Revenues, the System, or the Planning, whether pending or anticipated; (b) any false warranty or representation made by the Recipient relevant to this Agreement; (c) dissolution or cessation of operations by Recipient, termination of Recipient's existence, insolvency of Recipient, or filing of a voluntary or involuntary bankruptcy petition by or on behalf of Recipient; (d) any event set forth in section 5 of this Agreement. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year.
"Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the 2 Exhibit 3 687
DWp5x17