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NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN, THAT SEALED PROPOSALS ON A FORM OBTAINED
FROM THE PURCHASING DIVISION VIA PLANETBIDS WILL BE RECEIVED UNTIL 11:00 A.M. ON FRIDAY THE 20 th DAY OF JANUARY 2022.
OUTFITTING OF K8A 2017 FORD UTILITY INTERCEPTOR AWD
ALL RESPONSES MUST BE SENT ELECTRONICALLY VIA PLANE TBIDS. NO
RESPONSES WILL BE ACCEPTED AFTER THE DATE AND TIME STATED IN THE IS SOLIOCITATION.
All bidders must be registered with current contact information on PlanetBids. Bidders must log in and download complete bid specification s from PlanetBids. Notification of addendums will be sent via PlanetBids by:
Victor De La Cruz
Procurement Services Analyst
City of Chula Vista
[email protected]
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BID REQUIREMENTS AND CONDITIONS
The bidder is required to examine all Bid Specifica tions, General Provisions for the work required. It is further assumed that the bidder has investigated and is satisfied as to the conditions to be encountered and quantities of work to be performed. It is mutually agreed that submission of a bid shall be considered eviden ce that the bidder has made such an examination. Include signed copies of page four an d five, General Conditions with your bid submission.
QUESTIONS
All questions are to be submitted through PlanetBids Tuesday, January 10, 2022 at 3:00 P.M.
Responses to questions will be posted through Plane tBids no later than 3:00 P.M. Thursday, January 12, 2022. An email will be sent by PlanetBids when the responses are released.
SCHEDULE
Activity Date
RFP Posted to PlanetBids December 21, 2021
Question Submittal through PlanetBids January 10, 2 022 no later than 3:00 P.M.
Response to Questions Released January 12, 2022 no later than 3:00 P.M.
RFP Response and Proposal Due January 20, 2022 no l ater than 11:00 A.M.
Selection of Consultant January/February 2022
Contract Inception February 2022
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SPECIFICATIONS
FOR
OUTFITTING OF K8A 2022 FORD UTILITY INTERCEPTOR AWD BASE
Please upload the attached Attachment “A” Pricing S heet through PlanetBids with any additional information you may want to include related to the vehicle. A vehicle diagram is required to identify where your firm will install all items identified i n Attachment A.
You may attach as many sheets of additional informa tion as required, however do not make changes to attachments other than the requested information .
If you experience technical difficulties uploading your response to the platform you must first contact PlanetBids (818) 992-1771. If they are unable to resolve your issue you must contact Victor De La Cruz by email before the closing date and tim e identified in this solicitation.
Outfitting and pricing information requested on the following items:
Attachment A
OUTFITTING OF K8A 2022 FORD UTILITY INTERCEPTOR AWD BA SE (Attachment “A”)
Responses will be reviewed and evaluated based on t he following (listed in alphabetical order not in order of importance).
1. Lead-time (The date your firm receives the vehicle to the date it is delivered to the City)
2. Price
3. Reference Checks
4. Site Visit
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GENERAL CONDITIONS
Evaluation
The Purchasing Agent and the Director of Public Wor ks Operations or designee will evaluate r e sp o n se s. The City reserves the right to reject any or all r e s p o n s e s and to waive any irregularity or informality in any r e s p o n s e t o the extent permitted by law. All respondents are responsible f or reading the attached specifications, terms and conditions, Performance Standards, General Conditions, and General Provisions, which are considered part of your bid and any contract awarded.
Award
It is the City’s intent to award this contract to a single contractor based on the primary services (a s outlined on PlanetBids). However; the city retains the ability to utilize alternate contractor/s in the event the awarded contractor is unable to provide services in the tim e outlined by the city. The award will be made to the lowest, responsive and responsible bidder who, in the City' s sole judgement, has the necessary experience, skill, business standing, equipment, staffing, and financi al stability to properly maintain the City's bid. The extent to which the respondent proposes to subcontract work w ill also be a consideration i n a w a r d .
This RFB does not commit the City to award a contra ct, to pay any costs incurred in the preparation of the proposal to this request, or to procure or contract for services or supplies. The City reserves the ri ght to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified source, or to
cancel in part or entirely this RFB, if it is in th e best interest of the City to do so. The City further reserves the right to waive any technicalities or minor irregula rities in bids received. The City may require the selected respondent to participate in negotiations and to su bmit such price, technical or other revisions of their proposals as may result from negotiations. The City shall be the sole judge in determining award of co ntract.
Local Business Consideration
According to the Chula Vista Municipal Code, Chapte r 2.56.090, letter G, In accordance with Section 1011 of the Charter, in the event two or more bids are rece ived which are for the same total amount or unit price and in all other respects are equal, the contract shall be awarded to a local respondent. In the event, however, that such tie bids are all from vendors either whol ly inside or all outside of the city, then the contract shall be awarded by drawing lots in public. In evaluating bids for award, the City of Chula Vista considers the 1% sales tax allocated back to the City from vendors located in Chula Vista.
Firm Prices
Prices shall remain firm for vehicles specifically listed for a minimum of ninety (90) days from the b id opening date.
PUBLIC DISCLOSURE
All proposals submitted in response to this RFQ bec ome the property of the City and public records, an d as such may be subject to public review. Under the Califor nia Public Records Act (California Government Code Section 6250 et seq.) records in the custody of a public en tity generally have to be disclosed unless the info rmation being sought falls into one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255.
A cover letter should be provided with the Request for Bid containing a paragraph that states whether or not Vendor believes that its proposal does or does not contain information that falls into one of the exem ptions of Government Code Sections 6254 through 6255 and whet her or not Vendor considers such information to be confidential.
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In the absence of a declaration, the City may be ob ligated to disclose the proposal to any party that requests it.
Regardless of assertions of confidentiality, propos al contents may still be disclosed if City, or a co urt with jurisdiction, determines that such proposal is a pu blic record requiring disclosure.
Payment Terms
Terms: ________%_________Days
Prompt payment discounts offered for less than fift een (15) days will not be considered in evaluating bids for award. However, discounts offered of less than fif teen (15) days will be taken if payment is made by the City within the discount period. In the absence of terms, payment shall be Net Thirt y (30) Days.
Payment Method
The City is changing our method of making payments. The preferred method is the use of a Credit Card. Is your company authorized to accept payment made with the cards below?
American Express - Yes ____ No ____
MasterCard/VISA - Yes ____ No ____
Are there fees associated with accepting credit car ds - ______________________________________________ ___
Public Agency Participation
Other public agencies (e.g. city, county, public co rporation, political subdivision, school district, or water authority) may want to participate in any award as a result of this bid. The City of Chula Vista shall incur no financial responsibility in connection with any purchase by a nother public agency. The public agency shall accep t sole responsibility for placing orders and making paymen ts to the successful respondent. This option will not be considered in bid evaluation. Please indicate whet her this will be granted.
Yes ________ No ________
Business License
A Business License is required as outlined in the C hula Vista Municipal Code Section 5.02.020, which s tates: It is unlawful for any person, or for any person as agent , clerk or employee, either for himself or for any other person, within the corporate limits of the City, to transac t, engage in, or carry on any business, show, exhib ition or game hereinafter specified without first having procured a license .
____________________
Signature
____________________
Date
This page must be completed and returned with response.
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BID GENERAL PROVISIONS
Please Read Carefully
These Provisions Are a Part of Your Bid and any Con tract Awarded
The bidder agrees that:
A. Bidder has carefully examined the specifications , and all provisions relating to the item(s) to be furnished or the work to be done; understands the meaning, in tent, and requirements; and B. Bidder will enter into a written contract and fu rnish the item(s) or complete the work in the time specified, and in strict conformity with the City o f Chula Vista specifications for the prices quoted.
Note: Bidder is defined as any individual, partners hip, or corporation submitting a bid, proposal, or quotation in response to a request for bid, request for proposal , or request for quotation. A bidder may also be referred to as consultant, contractor, supplier, or vendor.
1. Prices
All prices and notations must be in ink or typewrit ten. Mistakes may be crossed out and corrections t yped or written with ink adjacent to the error; the person signing the bid must initial corrections in ink.
Bids shall indicate the unit price extended to indi cate the total price for each item bid. Any differ ence between the unit price correctly extended and the t otal price shown for all items bid shall be resolve d in favor of the unit prices, except when the bidder clearly indicates that the total price for all items bid is based on consideration of being awarded the entire lot and t hat an adjustment of the total price is being made in consideration of receiving the entire bid.
2. Bidder’s Security
A bid deposit in an amount equal to at least 10% of the bid may be required as a bid security by the C ity. The bid security may only be in cash, a cashier’s check , a certified check made payable to the City of Chu la Vista, or a bidder’s bond. If the bid security is a bond, it shall be executed by a surety insurer authorized t o issue surety bonds in the State of California. The bid security must be executed by the bidder and enclosed with t he bid proposal in the sealed bid envelope.
3. Items Offered
If the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. I f the bidder proposes to furnish an item of a manufacture r or vendor other than that mentioned on the face h ereof, bidder must specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it will be deemed that the item of fered is that designated even though the bid may st ate or equal.
4. Brand Names
Whenever reference to a specific brand name is made , it is intended to describe a component that has b een determined to best meet operational, performance, o r reliability standards of the City, thereby incorp orating these standards by reference within the specificati ons. An equivalent (or equal) may be offered by th e bidder, subject to evaluation and acceptance by the City. It is the bidder’s responsibility to provide, at bi dder’s expense, samples, test data, or other documentation the City may require to fully evaluate and determi ne acceptability of an offered substitute. The City r eserves the sole right to reject a substituted comp onent that will not meet or exceed City standards.
5. Samples
Samples may be required for bid evaluation and test ing purposes. Bidders shall agree to provide sampl es within forty-eight (48) hours upon request and at n o additional cost to the City
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6. Verify Quotations
Prices shall be verified prior to bid submittal, as withdrawal or correction may not be permitted afte r the bid has been opened.
7. Firm Prices
Prices on bid shall be firm prices not subject to e scalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or th e bid shall not be considered. In the event of a d ecline in market price below a price bid, the City of Chula V ista shall receive the benefit of such decline.
8. Modification or Withdrawal of Bids
Bids may be modified or withdrawn by written or fac simile notice received prior to the exact hour and date specified for receipt of bid. A bid may also be wi thdrawn in person by a bidder, or authorized repres entative, prior to the exact hour and date set for receipt of bids. Telephone withdrawals are not permitted.
9. Late Bids, Modifications, or Withdrawals
(a) Bids, modifications of bids, or bid withdrawals received after the exact time and date specified f or receipt will not be considered unless receipt is before the contract is awarded and the City determines that l ate receipt was due solely to City error.
(b) Modification of a successful bid that makes the ter ms of the bid more favorable to the City will be considered at any time.
10. Mistake in Bid
(a) If the bidder discovers a mistake in bid prior to the hour and date specified for receipt of bid, bidder may correct the mistake by modifying or withdrawing the bid in accordance with Items 8 and 9 above. (b) If within seventy-two hours of the bid closing and prior to the issuance of a purchase order or a contract, the apparent low and best bidder discovers a mistak e in bid of a serious and significant nature which i s unfavorable to bidder, bidder may request considera tion be given to modifying the bid if it remains th e lowest bid or to withdrawal of the bid if the resul t of the correction of the mistake makes another bi dder lowest and best bidder. The mistake must be evident and provable. The right is reserved by the City t o reject any and all requests for correction of mista kes in bids received after the hour and date of the bid closing. The decision of the Purchasing Agent is f inal as regards acceptance or rejection of requests for correction of bids.
(c) A mistake in bid cannot be considered once a pu rchase order or contract is issued.
11. Signature
All bids shall be signed and the title and firm nam e indicated. A bid by a corporation shall be signe d by an authorized officer, employee or agent with his or h er title.
12. No Bids
If no bid is to be submitted, the bid should be mar ked No Bid and returned to maintain the bidder’s na me in the vendor file for future solicitations. A letter or postcard may be submitted. If a bidder fails t o respond to a reasonable number of bids without returning a No Bi d, the Purchasing Agent reserves the right to delet e the bidder from the vendor file for future solicitation s.
13. Alternative Proposals
To be responsive to the bid, bidder must submit a p roposal that meets all specific bid requirements. Once bidder has proposed a product which is responsive t o the specification, bidder may include with the bi d any additional proposals or alternative products that b idder believes can meet or exceed the City’s requir ements and that may offer additional advantages, benefits, or cost savings. The City reserves the right to e valuate,
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and accept or reject, such alternatives as though t hey were part of the original specifications withou t advertising for further bids, when in the best inte rests of the City. Any awards so made will be base d on operational and cost analysis considerations that w ould result in the optimum economic advantage to th e City.
(a)
Environmentally Preferable Purchasing (EPP)
The City of Chula Vista defines Environmentally Pre ferable Purchasing (EPP) as the procurement or acquisition of goods and services that have a lesse r or reduced effect on human health and the environment when compared with competing goods or s ervice that serve the same purpose. With few exceptions, environmentally preferable products sha ll only be purchased when determined to be cost- effective while considering a true cost during its lifecycle from use, management and disposal. EPP requires attention to numerous environmental consid erations, including energy efficiency, postconsumer recycled content, water efficiency, lo w/zero hazardous substances and responsible manufacturing, to name just a few. Testing and eva luation of environmentally preferable products is one allowable exception and may be requested at any time during the solicitation process.
For more information, please consult the CalRecycle website at: https://www.calrecycle.ca.gov/epp .
14. Confidential Information
Any information deemed confidential or proprietary should be clearly identified by the bidder as such. It may then be protected and treated with confidentiality only to the extent permitted by state law. Otherwi se the information shall be considered a public record. I nformation or data submitted with a bid will not be returned.
15. Quality
Unless otherwise required in the specifications, al l goods furnished shall be new and unused.
16. Litigation Warranty
The bidder, by bidding, warrants that bidder is not currently involved in litigation or arbitration co ncerning the materials or bidder’s performance concerning the sa me or similar material or service to be supplied pu rsuant to this contract of specification, and that no judg ments or awards have been made against bidder on th e basis of bidder’s performance in supplying or installing the same or similar material or service, unless suc h fact is disclosed to the City in the bid. Disclosure may n ot disqualify the bidder. The City reserves the ri ght to evaluate bids on the basis of the facts surrounding such litigation or arbitration and to require bidd er to furnish the City with a surety bond executed by a s urety company authorized to do business in the Stat e of California and approved by The City of Chula Vista in a sum equal to one hundred percent (100%) of the contract price conditional on the faithful performa nce by bidder of the contract in the event the bid is awarded to bidder, notwithstanding the litigation o r arbitration.
17. Royalties, Licenses and Patents
Unless otherwise specified, the bidder shall pay al l royalties, license and patent fees. The bidder w arrants that the materials to be supplied do not infringe any pa tent, trademark or copyright and further agrees to defend any and all suits, actions and claims for infringem ent that are brought against the City, and to defen d, indemnify and hold harmless the City from all loss or damages, whether general, exemplary or punitive, as a result of any actual or claimed infringement assert ed against the City, the bidder or those furnishing material to bidder pursuant to this contract.
18. Performance Standards
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Performance of work and acceptability of equipment or materials supplied pursuant to any contract or a ward shall be to the satisfaction of the City.
19. Warranties
(a) All material, labor or equipment provided under the contract shall be warranted by bidder and/or manufacturer for at least twelve (12) months after acceptance by City. Greater warranty protection wi ll be accepted. Lesser warranty protection must be in dicated by bidder on the bid proposal as an excepti on (b) Bidder shall be considered primarily responsib le to the City for all warranty service, parts and labor applicable to the goods or equipment provided by bi dder under this bid or award, irrespective of wheth er bidder is an agent, broker, fabricator or manufactu rer’s dealer. Bidder shall be responsible for ensu ring that warranty work is performed at a local agency o r facility convenient to City and that services, pa rts and labor are available and provided to meet City’s schedules and deadlines. City may require bidder to post a performance bond after contract award to gua rantee performance of these obligations. Bidder may establish a service contract with a local agenc y satisfactory to City to meet this obligation if b idder does not ordinarily provide warranty service.
20. Addenda
The effect of all addenda to the bid documents shal l be considered in the bid, and said addenda shall be made part of the bid documents and shall be returned wit h them. Before submitting a bid, each bidder shall ascertain whether or not any addenda have been issu ed, and failure to cover in this bid any such adden da issued may render the bid invalid and result in its rejection.
21. Specifications to Prevail
The detailed requirements of the specifications sha ll supersede any conflicting reference in these Gen eral Provisions that are in conflict therewith.
22. Taxes
The City will furnish Exemption Certificates for Fe deral Excise Tax. The City is liable for State, Ci ty and County Sales Taxes. Do not include this tax in the amount bid. However, tax is to be added by the successfu l bidder to the net amount invoiced. All or any portion of the City Sales Tax returned to the City will be con sidered in the evaluation of bids.
23. Conflict of Interest
No City employee or elected or appointed member of City government, or member of the employee’s immediate family, may participate directly or indir ectly in the procurement process pertaining to this bid if they:
(a) Have a financial interest or other personal int erest that is incompatible with the proper discharg e of their official duties in the public interest or would ten d to impair their independence, judgment or action in the performance of their official duties.
(b) Are negotiating for or have an arrangement conc erning prospective employment with bidder. The bid der warrants to the best of his knowledge that the subm ission of the bid will not create such conflict of interest. In the event such a conflict occurs, the bidder is to report it immediately to the Purchasin g Agent.
For breach or violation of this warranty, the City shall have the right to annul this contract without liability at its discretion, and bidder may be subject to dam ages and/or debarment or suspension.
24. Gratuities
The City may rescind the right of the bidder to pro ceed under this agreement if it is found that gratu ities in the form of entertainment, gifts, or otherwise are offe red or given by the bidder, or any agent or represe ntative of the bidder, to any officer or employee of the City with the intent of influencing award of this agreem ent or securing favorable treatment with respect to perfor mance of this agreement.
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25. Faithful Performance Bond
Successful bidder may be required to furnish the Ci ty with a surety bond conditioned upon the faithful performance of the contract. This may take the for m of a bond executed by a surety company authorized to do business in the State of California and approved by the City of Chula Vista, an endorsed Certificat e of Deposit, or a money order or a certified check draw n on a solvent bank. The bond shall be in a sum eq ual to one hundred percent (100%) of the amount of the con tract price. Such bond or deposit shall be forfeit ed to the City in the event that bidder receiving the con tract shall fail or refuse to fulfill the requireme nts and all terms and conditions of the contract.
26. Insurance
Bidder shall provide proof of liability and propert y damage insurance prior to performance of duties.
Coverage shall be from a company authorized to tran sact business in the State of California and shall be in an amount not less than $1,000,000 combined single lim it (CSL), unless otherwise specified. The City of Chula Vista shall be named as an additional insured and t hirty (30) days notice of cancellation shall be ind icated.
Worker’s Compensation coverage for each employee en gaged in work on City premises is required. Bidder is solely responsible for all insurance premium paymen ts.
27. Indemnification
Bidder shall defend, indemnify, protect and hold ha rmless the City, its elected and appointed officers , employees, and agents, from and against all claims for damages, liability, and expenses (including att orney’s fees) arising out of this agreement and/or bidder’s performance hereunder, except as to such damages, liability, and expenses due to the sole negligence or willful acts of the City, its officers, employee s or agents.
28. Award of Contract
(a) Bids will be analyzed and award will be made to the lowest, responsive and responsible bidder whos e bid conforms to the solicitation and whose bid is consi dered to be most advantageous to the City, price an d other factors considered. Factors to be considered may include, but are not limited to: bidder’s past performance, total unit cost, economic cost analysi s, life cycle costs, warranty and quality, maintena nce cost, durability, the operational requirements of t he City and any other factors which will result in the optimum economic benefit to the City.
(b) The City reserves the right to reject any item or items, to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The C ity will, however, consider bids submitted on an “all o r nothing” basis if the bid is clearly designated a s such. (c) The City reserves the right to award one or mor e contracts on the bids submitted, either by award of all items to one bidder or by award of separate items o r groups of items to various bidders as the interes ts of the City may require, unless the bidder clearly spe cifies otherwise in his bid. (d) For the purpose of evaluating bids for multiple awards, the sum of $100.00 is considered to be the administrative cost to the City for issuing and adm inistering each contract awarded under this solicit ation, and individual awards will be made for the items an d combinations of items which result in the lowest aggregate price to the City, including such adminis trative cost. (e) Upon acceptance by the City of Chula Vista, the solicitation, bid, proposal, or price quotation an d a purchase order issued to the successful bidder shal l be deemed to result in a binding contract incorporating those terms and these General Provisi ons without further action required by either party .
Items are to be furnished as described in the bid a nd in strict conformity with all instructions, cond itions, specifications, and provisions in the complete cont ract, as defined by this clause 28 or any related integrated agreement.
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29. Bid Results
To obtain bid results, either (1) attend bid openin g or (2) referencing bid number a bid tabulation w ill be emailed to you upon verification of extensions or ( 3) visit the Purchasing Department no sooner than t hree (3) working days after bid opening to review bid tabula tion. Due to time constraints, bid results cannot be given out over the phone.
30. Protests
Protests by unsuccessful bidders to the selection f or award shall be submitted in writing to the Purch asing Agent no later than ten (10) calendar days after aw ard recommendation. The unsuccessful bidder shall have the right to appear at the City Council to protest any award to be confirmed by Council. Failure to s ubmit a timely written protest to the Purchasing Agent shal l bar consideration of such protest.
31. Documentation
Due to the time constraints that affect contract pe rformance, all required documents, certificates of insurance and bonds shall be provided to the City within ten (10) calendar days following award or date of reque st by City, whichever is later. Any failure to comply ma y result in bid being declared non-responsive and r ejected, and at City’s option the bid bond may be attached f or damages suffered.
32. Discounts
(a) Prompt payment discounts offered for payment wi thin less than fifteen (15) calendar days will not be considered in evaluating bids for award. However, offered discounts of less than 15 days will be take n if payment is made within the discount period, even th ough not considered in the evaluation of bids. (b) In connection with any discount offered, time w ill be computed from date of delivery and acceptanc e, or invoice receipt, whichever is later. Payment is de emed to be made for the purpose of earning the discount on the date of mailing of the City check.
(c) Any discount offered other than for prompt paym ent should be included in the net price quoted and not included in separate terms. In the event this is n ot done, the City reserves the right to accept the discount offered and adjust prices accordingly on the Purcha se Order.
33. Seller’s Invoice
Invoices shall be prepared and submitted in duplica te to address shown on the Purchase Order. Separat e invoices are required for each Purchase Order. Inv oices shall contain the following information: Purc hase Order number, item number, description of supplies or services, sizes, unit of measure, quantity, unit price and extended totals.
34. Inspection and Acceptance
Inspection and acceptance will be at destination un less specified otherwise, and will be made by the C ity department shown in the shipping address or other d uly authorized representative of the City. Until d elivery and acceptance, and after any rejection, risk of lo ss will be on the bidder unless loss results from n egligence of the City.
35. Lost and Damaged Shipments
Risk of loss or damage to items prior to the time o f their receipt and acceptance by the City is upon the bidder.
The City has no obligation to accept damaged shipme nts and reserves the right to return at the bidder’ s expense damaged merchandise even though the damage was not apparent or discovered until after receipt of the items.
36. Late Shipments
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Bidder is responsible to notify the City department receiving the items and the Purchasing Agent of an y late or delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as promised.
37. Document Ownership
(a) All technical documents and records originated or prepared pursuant to this contract, including pa pers, reports, charts, and computer programs, shall be de livered to and become the exclusive property of the City and may be copyrighted by the City. Bidder as signs all copyrights to City by undertaking this agreement.
(b) All inventions, discoveries, enhancements, chan ges, or improvements of computer programs developed pursuant to this contract shall be the property of the City, and all patents or copyrights shall be as signed to City, unless otherwise agreed. Bidder agrees th at City may make modifications to computer software furnished by bidder without infringing bidder’s cop yright or any license granted to City.
38. Advertisements, Product Endorsements
City employees and agencies or organizations funded by the City of Chula Vista are prohibited from mak ing endorsements, either implied or direct, of commerci al products or services without written approval of the City Manager. No bidder may represent that the Cit y of Chula Vista has endorsed their product or serv ice without the Purchasing Agent’s prior written approv al.
39. City Provisions to Prevail
Except as indicated in the specifications, the City ’s standard General Provisions shall govern any con tract award. Any standard terms and conditions of bidder submitted by bidder shall not be acceptable to City unless expressly agreed to by the City. The City reserves the right to reject bidder’s bid as non-responsive , to consider the bid without bidder’s standard terms an d conditions, or to require bidder to delete refere nce to such as a condition of evaluation or award of the b id. If, after award of contract, bidder (contract vendor) shall provide materials or services accompanied by new or additional standard terms or conditions, the y too shall be considered void and City may require delet ion as a further condition of performance by vendor . To the extent not otherwise provided for by the contra ct documents, the California Commercial Code shall apply.
40. Invalid Provisions
In the event that any one or more of the provisions of this agreement shall be found to be invalid, il legal or unenforceable, the remaining provisions shall remai n in effect and be enforceable.
41. Amendments and Modifications
The Purchasing Agent may at any time, by written or der, and without notice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) quantity of materials or service, whether more or less; (2) drawings, designs, or spe cifications, where the supplies to be furnished are to be specia lly manufactured for the City; (3) method of shipme nt or packing; and (4) place of delivery. If any such ch ange causes an increase or decrease in the cost or the time required for the performance of this contract, an e quitable adjustment shall be made by written modifi cation of the contract or amendment to the Purchase Order. Any claim by the bidder for adjustment under this clause must be asserted within 30 calendar days fro m the notification date.
42. Assignment
Vendor shall not assign or delegate duties or respo nsibilities under this agreement, in whole or in pa rt, without prior written approval of the City.
43. Disputes
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Except as otherwise provided in these provisions, a ny dispute concerning a question of fact arising un der this contract which is not disposed of by agreement shal l be decided by the Purchasing Agent, who shall red uce this decision to writing and mail a copy to the bid der. The decision of the Purchasing Agent shall be final and conclusive, unless bidder requests mediation within ten (10) calendar days. Pending final decision of a dispute,
the bidder shall proceed diligently with the perfor mance of the contract and in accordance with the Purchasing Agent’s decision.
44. Mediation
Should an unresolved dispute arise out of this agre ement, any party may request that it be submitted t o mediation. The parties shall meet in mediation with in thirty (30) days of a request. The mediator sha ll be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitr ation Association, the California State Board of Me diation and Conciliation, or other agreed-upon service. Th e mediator shall be selected by a Blindfold@ proces s.
The cost of mediation shall be borne equally by bot h parties. Neither party shall be deemed the preva iling party. No party shall be permitted to file a legal action without first meeting in mediation and makin g a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the maximum time is extended by both parties.
45. Lawful Performance
Vendor shall abide by all Federal, State and Local Laws, Ordinances, Regulations, and Statutes as may be related to the performance of duties under this agr eement. In addition, all applicable permits and li censes required shall be obtained by the vendor, at vendor ’s sole expense.
46 . Business License
Chula Vista Municipal Code Section 5.02.020 require s all vendors doing business with the City to obtai n a Business License. Section 5.02.20 states: It is unlawful for any person, or for any person as agent, clerk or employee, either for himself or for any other perso n, within the corporate limits of the City, to tran sact, engage in, or carry on any business, show, exhibition or g ame hereinafter specified without first having proc ured a license .
47. Annual Appropriation of Funds
Multi-year term supply and service contracts and le ases are subject to annual appropriation of funds b y the City Council. Payments made under term contracts a nd leases are considered items of current expense.
Purchase Orders are funded when issued; therefore, they are current expense items and are not subject to any subsequent appropriation of funds.
In the event sufficient funds are not appropriated for the payment of lease payments or anticipated te rm contract payments required to be paid in the next o ccurring lease or contract term, and if no funds ar e legally available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shall not be obligated to make further payments beyond the then current orig inal or renewal term. The City will provide notice of i ts inability to continue the lease or contract at s uch time as the Purchasing Agent is aware of the non-appropriat ion of funds. However, failure to notify does not renew the term of the lease or contract. The City has no monetary obligation in event of termination or red uction of a term contract since such contracts represent esti mated quantities and is not funded as a contract ex cept to the extent of the Purchase Orders issued.
48. Extension
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When in the City’s best interest, this agreement m ay be extended on a daily, month-to-month, or annua l basis by mutual agreement of both parties. Services and/ or materials received under an extension shall be i n accordance with pricing, terms, and conditions, as described herein.
49. Debarment
The Purchasing Agent may recommend to the City Coun cil that the person or business be debarred from consideration for award of contracts. The period o f debarment will be contingent upon the severity of cause.
Causes for debarment include:
(a) Conviction under state or federal statutes of e mbezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or other offense indicating a lack of business inte grity or business honesty
(b) Violation of contract provisions which is regar ded by the Purchasing Agent to be so serious as to justify debarment action, including:
(1) Deliberate failure without good cause to perfo rm in accordance with the specifications or within the time limit provided in the contract; or
(2) A recent record of failure to perform or of uns atisfactory performance in accordance with the terms of one or more contracts;
(3) Two or more claims of computational error in bi d submission within a two year period. (c) Debarment by another governmental entity.
(d) Any other cause the Purchasing Agent deems to be so serious and compelling as to affect responsib ility as a City bidder. A bidder may be permanently de barred for the following causes:
(1) Collusion in bidding.
(2) Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtai n a contract or subcontract with the City of Chula Vi sta or in the performance of such contract or subcontract.
(3) Conviction under State or Federal antitrust statutes arising out of the submission of bids or proposals.
50. Termination
The City may terminate this agreement and be reliev ed of any consideration to the vendor should vendor fail to perform in the manner required. Furthermore, th e City may terminate this agreement for any reason without penalty upon giving thirty (30) days writte n notice to the vendor. In the event of terminatio n, the full extent of City liability shall be limited to an equ itable adjustment and payment for materials and/or services authorized by and received to the satisfaction of t he City prior to termination.
51. Venue
This agreement shall be governed by and interpreted according to the laws of the State of California, and venue for any proceeding shall be in the County of San Diego.
(REV October 2018)
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THE CITY’S STANDARD 2-PARTY AGREEMENT FOR CONTRACTO R/SERVICE PROVIDER SERVICES IS ATTACHED FOR REVIEW. THE CITY WILL CONSIDER ANY NOTED EXCEPTIONS WHILE MAKING THEIR SELECTION.
CITY OF CHULA VISTA
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
WITH CONTRACTOR/SERVICE PROVIDER NAME
TO PROVIDE [SERVICES TO BE PROVIDED ]
This Agreement is entered into effective as of Ente r Date (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporat ion (“City”) and Contractor/Service Provider Name , Entity Type (e.g. A California Corporation) (“Co ntractor/Service Provider”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
R
ECITALS
WHEREAS, Enter Recitals To Describe Basis For Service – See example below; and
WHEREAS, Enter Recitals To Describe Contractor/Serv ice Provider Selection Process – See example below; and
Enter Additional Recitals As Needed Or Delete This Line
WHEREAS, Contractor/Service Provider warrants and r epresents that it is experienced and staffed in a manner such that it can deliver th e services required of Contractor/Service Provider to City in accordance with the time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
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OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above reci tals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor/Service Provider hereby agree as follows:
1. SERVICES
1.1 Required Services. Contractor/Service Prov ider agrees to perform the services, and deliver to City the “Deliverables” (if any) describ ed in the attached Exhibit A, incorporated into the Agreement by this reference, within the ti me frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, red uce the Required Services to be performed by the Contractor/Service Provider under this Agreement. Upon doing so, City and Contractor/Service Provider agree to meet and c onfer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, code s, policies, procedures and ordinances governing procurement and purchasing authority, City may request Contractor/Service Provider provide additio nal services related to the Required Services (“Additional Services”). If so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, comp ensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall als o become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Contractor/Service Provider expressly warrants and agrees that any and all Required Services hereunder shall be perfor med in accordance with the highest standard of care exercised by members of the profes sion currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Contractor/Service Provider of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions , noncompliance with industry standards, or the willful misconduct of the Contractor/Service Provider or its subcontractors.
1.6 Security for Performance. In the event that Ex hibit A Section 4 indicates the need for Contractor/Service Provider to provide additional security for performance of its duties under
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this Agreement, Contractor/Service Provider shall p rovide such additional security prior to commencement of its Required Services in the form a nd on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Contractor/Service Provider shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of wo rk, Contractor/Service Provider shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit for City’s information and approval a list of any and all subcontractors to be used by Contractor/Service Provider in the performa nce of the Required Services.
Contractor/Service Provider agrees to take appropri ate measures necessary to ensure that all subcontractors and personnel utilized by the Contra ctor/Service Provider to complete its obligations under this Agreement comply with all ap plicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Contractor/Serv ice Provider under this Agreement, Contractor/Service Provider shall ensure that each and every subcontractor carries out the Contractor/Service Provider’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the e arlier to occur of the Effective Date or Contractor/Service Provider’s commencement of th e Required Services hereunder, and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of th e Required Services, City agrees to compensate Contractor/Service Provider in the amoun t(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Contractor/Service Provider agrees to provide City with a detailed invoice for services performed each month, within t hirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effec tive Date of the Agreement. All charges must be presented in a line item format with each t ask separately explained in reasonable detail. Each invoice shall include the current mon thly amount being billed, the amount invoiced to date, and the remaining amount availabl e under any approved budget.
Contractor/Service Provider must obtain prior writt en authorization from City for any fees or expenses that exceed the estimated budget.
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2.3 Payment to Contractor/Service Provider. Upon r eceipt of a properly prepared invoice and confirmation that the Required Services detaile d in the invoice have been satisfactorily performed, City shall pay Contractor/Service Provid er for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discre tion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback am ount”). Upon City review and determination of Project Completion, the holdback a mount will be issued to Contractor/Service Provider.
2.5 Reimbursement of Costs. City may reimburse Con tractor/Service Provider’s out-of- pocket costs incurred by Contractor/Service Provide r in the performance of the Required Services if negotiated in advance and included in E xhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be res ponsible for any and all out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Contractor/Service Provider for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or rel ated to the errors, omissions, negligence or acts of willful misconduct of Contractor/Service Pr ovider, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Contractor/Service Provider understands and agrees that payment to the Contractor/Service Provider or reimbursement for any Contractor/Service Provider costs related to the performance of Requir ed Services does not constitute a City final decision regarding whether such payment or co st reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Contractor/Service Provider of the terms of this Ag reement. If City determines that Contractor/Service Provider is not entitled to rece ive any amount of compensation already paid, City will notify Contractor/Service Provider in writing and Contractor/Service Provider shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance. Contractor/Service Provid er must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”).
The Required Insurance shall also comply with all other terms of this Section.
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3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclose d to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance mu st be placed with licensed insurers admitted to transact business in the State of Calif ornia with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensat ion Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Contractor/Service Provider m ust include all sub-Contractor/Service Providers/sub-contractors as insureds under its pol icies and/or furnish separate certificates and endorsements demonstrating separate coverage fo r those not under its policies. Any separate coverage for sub-Contractor/Service Provid ers must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, off icials, employees, agents, and volunteers must be named as additional insureds with respect t o any policy of general liability, automobile, or pollution insurance specified as req uired in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liab ility additional insured coverage must be provided in the form of an endorsement to the Contr actor/Service Provider’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorse ment must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Contractor/Service Provider’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers i s wholly separate from the insurance provided by Contractor/Service Provider and in no w ay relieves Contractor/Service Provider from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by eit her Party during the required insured period under this Agree ment, except after thirty days’ prior written notice to the City by certified mail, retur n receipt requested. Prior to the effective date of any such cancellation Contractor/Service Pr ovider must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor/Service Pro vider’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Contractor/Service Provide r waives any right it may have or may obtain to subrogation for a claim against City.
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3.9 Verification of Coverage. Prior to commencemen t of any work, Contractor/Service Provider shall furnish City with original certifica tes of insurance and any amendatory endorsements necessary to demonstrate to City that Contractor/Service Provider has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shal l impose no obligation or liability of any kind upon the company, its agents, or representativ es” or any similar language must be deleted from all certificates. The required certif icates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies , including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General L iability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions cover age are required and are provided on a claims-made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be bef ore the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of i nsurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a “Retro Date” prior to the e ffective date of this Agreement, the Contractor/Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements mus t be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insura nce provisions under this section shall not be construed to limit the Contractor/Service Pr ovider’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insur ance coverage provided by Contractor/Service Provider maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
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4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law , Contractor/Service Provider shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnifie d Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Con tractor/Service Provider, its officials, officers, employees, agents, and contractors, arisi ng out of or in connection with the performance of the Required Services, the results o f such performance, or this Agreement.
This indemnity provision does not include any claim s, damages, liability, costs and expenses arising from the sole negligence or willful miscond uct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of th e Indemnified Parties which may be in combination with the active or passive negligent ac ts or omissions of the Contractor/Service Provider, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves D esign Professional Services.
Notwithstanding the forgoing, if the services provi ded under this Agreement are design professional services, as defined by California Civ il Code section 2782.8, as may be amended from time to time, the defense and indemnit y obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Contr actor/Service Provider’s obligations under this Section 4 is Contractor/Service Provider ’s obligation to defend, at Contractor/Service Provider’s own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider shall pay and satisfy any judgment, award or decree that may be r endered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Contractor/Service Provider’s Obligations Not Limited or Modified.
Contractor/Service Provider’s obligations under thi s Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Contractor/Service Provider. Fu rthermore, Contractor/Service Provider’s obligations under this Section 4 shall in no way li mit, modify or excuse any of Contractor/Service Provider’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Contractor/Service Provide r agrees to pay any and all costs City incurs in enforcing Contractor/Service Provider’s obligations under this Section 4.
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4.6 Survival. Contractor/Service Provider’s obliga tions under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER.
5.1 Form 700 Filing. The California Political Refor m Act and the Chula Vista Conflict of Interest Code require certain government officials and Contractor/Service Providers performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Contractor/Serv ice Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any economic interests held by Co ntractor/Service Provider, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Ag reement. Contractor/Service Provider warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider, to solicit or secure this Agreement. Furt her, Contractor/Service Provider warrants and represents that it has not paid or agreed to pa y any company or person, other than a bona fide employee or approved subcontractor working sol ely for Contractor/Service Provider, any fee, commission, percentage, brokerage fee, gif t or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor/Service Provider further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwis e, in this transaction, the proceeds hereof, or in the business of Contractor/Service Provider o r Contractor/Service Provider’s subcontractors. Contractor/Service Provider furthe r agrees to notify City in the event any such interest is discovered whether or not such int erest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whats oever Contractor/Service Provider shall fail to perform the Required Services under t his Agreement, in a proper or timely manner, or if Contractor/Service Provider shall vio late any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by givin g five (5) days written notice to Contractor/Service Provider. Such notice shall ide ntify the Default and the Agreement termination date. If Contractor/Service Provider n otifies City of its intent to cure such
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Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contracto r/Service Provider up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor/Serv ice Provider shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Contractor/Service Provider as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in S ection 7 hereof. Contractor/Service Provider may be entitled to compensation for work s atisfactorily performed prior to Contractor/Service Provider’s receipt of the Defaul t notice; provided, however, in no event shall such compensation exceed the amount that woul d have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of C ity. City may suspend or terminate this Agreement, or any portion of the Required Serv ices, at any time and for any reason, with or without cause, by giving specific written notice to Contractor/Service Provider of such termination or suspension at least fifteen (15) day s prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City.
Such Work Product shall be City's sole and exclusiv e property as provided in Section 7 hereof. Contractor/Service Provider shall be entit led to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Servi ces requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or compensation as a result of s uch termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedur es. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and pr ocedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor/Service Provider shall meet and confer i n good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be g overned by and construed in accordance with the laws of the State of California . Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California.
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6.6 Service of Process. Contractor/Service Provide r agrees that it is subject to personal jurisdiction in California. If Contractor/Service P rovider is a foreign corporation, limited liability company, or partnership that is not regis tered with the California Secretary of State, Contractor/Service Provider irrevocably consents to service of process on Contractor/Service Provider by first class mail directed to the indivi dual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agree ment, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics , forms, designs, plans, procedures, systems and any other materials or properties produced in w hole or in part under this Agreement in connection with the performance of the Required Ser vices (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contrac tor/Service Provider in the United States or in any other country without the express, prior wri tten consent of City. City shall have unrestricted authority to publish, disclose, distri bute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Contractor/Service Provider, except as may be limit ed by the provisions of the Public Records Act or expressly prohibited by other applic able laws. With respect to computer files containing data generated as Work Product, Contractor/Service Provider shall make available to City, upon reasonable written request by City, t he necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Contractor/Service Provider’s unique qualifications and traits. Contractor/Service Provider shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City ma y grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreem ent for Contractor/Service Provider warrants and represents that they have the authorit y to execute same on behalf of Contractor/Service Provider and to bind Contractor/ Service Provider to its obligations hereunder without any further action or direction f rom Contractor/Service Provider or any board, principle or officer thereof.
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8.4 Counterparts. This Agreement may be executed i n counterparts, each of which shall be deemed an original, but all of which shall const itute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, cons titutes the entire Agreement between the Parties with respect to the subject matter containe d herein. All exhibits referenced herein shall be attached hereto and are incorporated herei n by reference. All prior or contemporaneous agreements, understandings, represe ntations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agr eement and for three (3) years following completion of the Required Services, Cont ractor/Service Provider agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-Contractor/Service Providers.
8.7 Further Assurances. The Parties agree to perfo rm such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Contractor/Service Pro vider is and shall at all times remain as to City a wholly independent contractor. Neithe r City nor any of its officers, employees, agents or volunteers shall have control over the co nduct of Contractor/Service Provider or any of Contractor/Service Provider’s officers, empl oyees, or agents (“Contractor/Service Provider Related Individuals”), except as set forth in this Agreement. No Contractor/Service Provider Related Individuals shall be deemed employ ees of City, and none of them shall be entitled to any benefits to which City employees ar e entitled, including but not limited to, overtime, retirement benefits, worker's compensatio n benefits, injury leave or other leave benefits. Furthermore, City will not withhold stat e or federal income tax, social security tax or any other payroll tax with respect to any Contra ctor/Service Provider Related Individuals; instead, Contractor/Service Provider shall be solel y responsible for the payment of same and shall hold the City harmless with respect to same. Contractor/Service Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider Related Individuals are employees or agents of City. Contr actor/Service Provider shall not incur or have the power to incur any debt, obligation or lia bility whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests pro vided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to s uch Party, postage prepaid, registered or
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certified, with return receipt requested, at the ad dresses identified in this Agreement at the places of business for each of the designated Parti es as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees th at the electronic signatures, whether digital or encrypted, of the Parties included in this Agree ment are intended to authenticate this writing and to have the same force and effect as ma nual signatures. Electronic Signature means any electronic sound, symbol, or process atta ched to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
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SIGNATURE PAGE
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor/Service Provider agree that they have re ad and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
CONTRACTOR/SERVICE PROVIDER
NAME
CITY OF CHULA VISTA
BY:________________________________ BY: ___________________________ __ ___ Enter name of signatory Choose a signatory.
Ente r title of signatory Choose the signatory’s title.
ATTEST
1 BY:
________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY:
________________________________
Glen R. Googins
City Attorney
1 Attestation signature only required if the Mayor signs the Agreement. If Mayor is not signing agreem ent, delete entire attestation signature block.
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EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
INSTRUCTIONS: ENTER INFORMATION AS REQUESTED. FOR SECTIONS THAT PROVIDE OPTIONS, SELECT THE CORRECT OPTION. IF YOU WISH TO ATTACH
ADDITIONAL INFORMATION RELATED TO EXHIBIT A, PLEASE ATTACH AND LABEL AS EXHIBIT A, ATTACHMENT (1,2, ETC.) DELETE OPTIONS NOT SELECTED AND ALL INSTRUCTIONS. .
1. Contact People for Contract Administration and L egal Notice
A. City Contract Administration:
Enter City Staff Person Name
Enter Mailing Address
Enter Phone Number
Enter Email Address
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Contractor/Service Provider Contract Administrat ion:
CONTRACTOR/SERVICE PROVIDER NAME
Enter Mailing Address
Enter Phone Number
Enter Email Address
For Legal Notice Copy to:
Enter Contractor/Service Provider Staff Person Na me
Enter Mailing Address
Enter Phone Number
Enter Email Address
2. Required Services
A. General Description:
Enter Summary Of Work To Be Performed (e.g. Contra ctor/Service Provider XYZ Will Provide Customer Service Trainings To City Staff)
B. Detailed Description:
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Enter Detailed Information About Each Task To Be P erformed, Including Task Description, Associated Deliverables, And Completion Date. May B e Written As Narrative Or Table, As Illustrated Below. Delete Table If Not Used.
Task
Description Deliverables Completion Date
1 Example: Conduct trainings for
City staff
Provide copy of training
materials, sign-in sheet
and list of agreed-upon
next steps
2 Enter Additional Lines For
Tasks As Needed; Delete Excess
Lines
3 4
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin Enter Date and end on Enter Date for completion of all Required Services.
4. Compensation: SELECT ONE OF THE FOLLOWING OPTIO NS THEN DELETE
ANY OPTION THAT IS NOT APPLICABLE, AS WELL AS THESE INSTRUCTIONS
A. Form of Compensation
☐ Single Fixed Fee. For performance of all of the Re quired Services by Contractor/Service Provider as herein required, City shall pay a singl e fixed fee of $Enter Contract Amount, upon completion of all Required Services to City’s satisfaction.
OR
☐ Fixed Fee Paid in Increments. For the completion of each Deliverable of the Required Services, as identified in section 2.B., above, Cit y shall pay the fixed fee associated with each Deliverable, in the amounts set forth below:
Task No. Deliverable Amount
OR
☐ Time and Materials. For performance of the Requir ed Services by Contractor/Service Provider as identified in Section 2.B., above, City shall pay Contractor/Service Provider for the productive hours of time spent by Contractor/Servic e Provider in the performance of the Required Services, at the rates or amounts as indicated below:
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Enter Applicable Hourly Rates
B. Reimbursement of Costs
☐ None, the compensation includes all costs
OR
☐ Invoiced or agreed-upon amounts as follows:
Enter or Attach and Reference Any Agreed-Upon Cost Reimbursements
Notwithstanding the foregoing, the maximum amount t o be paid to the Contractor/Service Provider for services performed through Enter End o f Contract Date shall not exceed Enter Amount.
5. Special Provisions: CHECK ANY THAT APPLY OR SELE CT “NONE,” AND DELETE ALL INSTRUCTIONS.
☐ Permitted Sub-Contractor/Service Providers: List Permitted Sub-Contractor/Service Providers or Indicate “None”
☐ Security for Performance: See City Attorney or Indicate “None” if Not Applicable
☐ Notwithstanding the completion date set forth in S ection 3 above, City has option to extend this Agreement for
Insert Number of Terms additional terms, defined as a one-year increment or Enter a Specific Date. if applicable . The City Manager or Director of Finance/Treasurer s hall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms a nd conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to Insert Percentage of Increase or Actual Dollar Amount for each extension. The City shall give written n otice to Contractor/Service Provider of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term.
☐ Other: Describe Special Provisions (Delete Line If Not Applicable)
☐ None
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EXHIBIT B
INSURANCE REQUIREMENTS
Contractor/Service Provider shall adhere to all ter ms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☐ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☐ Automobile Liability $1,000,000 per accident for bo dily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9 -Non Owned
☐ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
Other Negotiated Insurance Terms: ENTER ANY ADDITIONAL TERMS OR “NONE”
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EXHIBIT C
CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION
The Political Reform Act and the Chula Vista Confli ct of Interest Code (“Code”) require designated state and local government officials, in cluding some Contractor/Service Providers, to make certain public disclosures using a Statement o f Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, Contractor/Service Providers designated to file the Form 700 are also required to comply with certain ethics training requirements.
☐ A. Contractor/Service Provider IS a corporation or limited liability company and is therefore EXCLUDED from disclosure.
☐ B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE
SERVICES
(Category descriptions available at
www.chulavistaca.gov/departments/city-clerk/conflict-of- interest-code .)
Name Email Address Applicable Designation
Enter Name of Each
Individual Who Will Be
Providing Service Under
the Contract – If individuals
have different disclosure
requirements, duplicate this
row and complete
separately for each
individual
Enter email
address(es)
☐ A. Full Disclosure
☐ B. Limited Disclosure
(select one or
more of the categories under which the
Contractor shall file
):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐
6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets t he definition of “Contractor/Service Provider,” pursuant to FPPC Regulation 18700.3, must file a Fo rm 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk v ia the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 7 00 filings will be required annually on April 1 dur ing the term of the Agreement, and within 30 days o f the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each in dividual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure , based on an analysis of the services the Contract or/Service Provider will provide. Notwithstanding this designation or anything in the Agreement, the Contractor/Service P rovider is ultimately responsible for complying wit h FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619) 691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275- 3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the Contractor’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Enter City Staff Person’s Name