13 C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (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 1.5, 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:
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
14 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 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
15 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:
The Pun Group
200 E Sandpointe Ave, Ste 600
Santa Ana, CA 92707
Attn: Kenneth Pun
Phone: (949) 777-8801
City of Cudahy
Finance Department
5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143
Attn: Joshua Calhoun
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 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
16 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 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.
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.
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.
17 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 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or 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 the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)
18 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 CUDAHY:
By:
Alfonso Noyola, City Manager
Date:_______________________
The Pun Group, LLP
By:
Name:
Title:
Date:_______________________
APPROVED AS TO FORM:
By: _____
City Attorney
Date:____________________________
19 EXHIBIT “A”
SCOPE OF WORK
20 PROJECT SCOPE OF WORK
A. Annual Financial Audits
a. Annual Audit of the City Cudahy’s financial records for Fiscal Year ending June 30, 2023, in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office’s (GAO) Governmental Auditing Standards, and applicable Government Accounting Standards Board Statement (GASB) standards. Additionally, auditor is expected to prepare the basic financial statements, required supplementary information, and supplemental schedules.
b. If the City is required, pursuant to federal regulations, to have a single audit performed, the Single Audit shall be performed in accordance with the provisions in U.S. Code of Federal Regulations Title 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
B. State Controller’s Report
a. Preparation of the Annual Cities Financial Transactions Report pursuant to Government Code section 53891 which requires financial reports be submitted to the State Controller within 90 days after the close of the fiscal year.
C. Tax Return Preparation
a. Preparation of Federal and State Tax Return, and related State Attorney RRF-1 Annual Report and related schedules for the City’s custodial fund non-profit organization, Cudahy Youth Foundation.
D. Other Services
a. Auditor is expected to provide assistance with implementation of new GASB standards.
b. Auditor is expected to present the completed audit reports and letters to the City Council upon completion of the audit.
E. Scheduling
a. The City anticipates and expects fieldwork to begin on or after September 15th of each year and complete on or before October 31 each year. b. The draft financial statements are to be drafted to the City at or around November 30th of each year
c. Final issuance must be no later than December 31st of each year. d. All scheduling is to be coordinated with the City’s Finance Director in advance to allow sufficient and reasonable time for City staff to provide necessary documents.
The City is available to provide preliminary and interim documents to allow Auditor sufficient time to perform planning of the audit engagement.
21 EXHIBIT “B”
COMPENSATION RATE
PROPOSAL
Professional Auditing Services
Attachment BPage 845 of 1183
REQUEST FOR PROPOSALS
TO PROVIDE
Financial Audit Services
TO THE
CITY OF CUDAHY
Attachment CPage 891 of 1183
IMPORTANT DATES
RFP ISSUED March 13, 2023
DEADLINE TO SUBMIT QUESTIONS
PROPOSAL DUE DATE
March 30, 2023
April 13, 2023
at 3:00 PM
NOTIFICATION TO PREFERRED
CONSULTANT
April 27, 2023
i
Table of Contents
I. INTRODUCTION.................................................................................................. 1 II. BACKGROUND.................................................................................................... 1 III. SCOPE OF WORK............................................................................................... 2 IV. GENERAL INFORMATION .................................................................................. 3 V. TERMS AND CONDITIONS................................................................................. 7 VI. PROPOSAL CONTENT ....................................................................................... 8 VII. EVALUATION PROCEDURES............................................................................. 9 VIII. PROPOSAL SUBMITTAL................................................................................... 11 IX. STAFF CONTACT.............................................................................................. 11 APPENDIX A – Sample Contract .................................................................................. 12
1 City of Cudahy
5220 Santa Ana, Cudahy, California 90201
(323) 773-5143 Fax (323) 771-2072
February 23, 2023
Financial Audit Services
I. INTRODUCTION
The City of Cudahy (“City”) seeks proposals from qualified firms for audit services.
Responses must conform with the requirements of this Request for Proposal (“RFP”).
The City reserves the right to waive any irregularity in any proposal or to reject any proposal which does not comply with this RFP. Modifications to the RFP, including, but not limited to the scope of work, can be made only by written addendum issued by the City. Selection of the proposer will be made solely by the City on criteria determined by the City.
By submitting a project proposal, the proposer agrees to all of the terms of the RFP and Agreement (Appendix A), unless exceptions to the RFP or Agreement are stated by the proposer in its project proposal. The successful proposer will be required to enter into an Agreement (Appendix A) which will include the requirements of this RFP as well as other requirements. The City reserves the right to reject any proposal(s) exceptions or changes to the Agreement or Request for Proposal.
II. BACKGROUND
Cudahy is located in Southeast Los Angeles County, next to the L.A. River. The City was incorporated on November 10, 1960 and named after its founder, meat-packing baron Michael Cudahy, who purchased the land known as Rancho San Antonio in 1908 for development. Cudahy is 1.1 square miles with a current population of 23,805. The City is a general law city and operates under the council-manager form of government.
III. PROJECT SCOPE OF WORK
The Scope of Work, as may be modified through negotiation and/or by written addendum issued by the City, will be made a part of the Agreement. The Agreement is expected to be a three-year term. The City shall have the unilateral option, at its sole discretion, to renew the Agreement automatically for no more than two additional one-year terms.
A. Annual Financial Audits
a. Annual Audit of the City Cudahy’s financial records for Fiscal Year ending June 30, 2023, in accordance with generally accepted auditing standards,
2 the standards set forth for financial audits in the General Accounting Office’s (GAO) Governmental Auditing Standards, and applicable Government Accounting Standards Board Statement (GASB) standards.
Additionally, auditor is expected to prepare the basic financial statements, required supplementary information, and supplemental schedules. b. If the City is required, pursuant to federal regulations, to have a single audit performed, the Single Audit shall be performed in accordance with the provisions in U.S. Code of Federal Regulations Title 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards..
B. State Controller’s Report
a. Preparation of the Annual Cities Financial Transactions Report pursuant to Government Code section 53891 which requires financial reports be submitted to the State Controller within 90 days after the close of the fiscal year.
C. Tax Return Preparation
a. Preparation of Federal and State Tax Return, and related State Attorney RRF-1 Annual Report and related schedules for the City’s custodial fund non-profit organization, Cudahy Youth Foundation.
D. Other Services
a. Auditor is expected to provide assistance with implementation of new GASB standards.
b. Auditor is expected to present the completed audit reports and letters to the City Council upon completion of the audit.
E. Scheduling
a. The City anticipates and expects fieldwork to begin on or after September 15th of each year and complete on or before October 31 each year. b. The draft financial statements are to be drafted to the City at or around November 30th of each year
c. Final issuance must be no later than December 31st of each year. d. All scheduling is to be coordinated with the City’s Finance Director in advance to allow sufficient and reasonable time for City staff to provide necessary documents. The City is available to provide preliminary and interim documents to allow Auditor sufficient time to perform planning of the audit engagement.
IV. PROPOSAL SCHEDULE
RFP ISSUED March 13, 2023
3 DEADLINE TO SUBMIT QUESTIONS
PROPOSAL DUE DATE
March 30, 2023
April 13, 2023
at 3:00 PM
NOTIFICATION TO PREFERRED CONSULTANT April 27, 2023
IV. GENERAL INFORMATION
A. Proposal Validity – The Proposer’s pricing shall be valid for a minimum of 90 days.
B. Request for Information – Questions regarding this RFP are for clarification purposes only and are to be directed by e-mail to: Joshua Calhoun, Finance Director, at [email protected]. The deadline to submit questions will be March 30, 2023.
C. Submission Deadline – Proposals must be received, in a sealed envelope with the words “Request for Proposal – Financial Audit Services” clearly labeled along with the name and address of the firm, by the Office of the City Clerk by 3:00 pm on April 13, 2023. The submitted packet shall include three (3) copies of the proposal.
D. Late Submittals – It is strongly recommended that proposals be delivered inperson or via personal courier by or before the submission deadline.
Proposals received after the specified submission deadline will be disqualified and not considered. Proposals postmarked prior to the applicable deadline date but received after the deadline will also be disqualified and not considered. Proposers are responsible to ensure the timely submission of their proposal. Proposals may not be submitted by via facsimile or electronic mail.
E. Withdrawal or Modifications – A proposal may be withdrawn or changed by a written and signed request by the firm prior to the final deadline. If firms do not make this request before the final deadline, the firm shall be obligated to fulfill the terms of their proposal as submitted. In the event a proposer seeks to withdraw and modify a proposal, the modified proposal must be submitted before the applicable submission deadline.
F. Addenda – In the event that any portion of this RFP is changed, the City will provide addenda via fax or e-mail to all firms who have received an RFP. The signed addenda must be included with the RFP submittal. Submittals received without the applicable addenda may be rejected as incomplete.
4 G. Responsiveness – All submittals will be reviewed by the City to determine compliance with all requirements and instructions as specified in the RFP.
Firms are notified that failure to comply with any part of the RFP may result in the rejection of the submittal as non-responsive.
The City also reserves the right, at its sole and absolute discretion to waive minor administrative irregularities or errors.
H. Costs – The City will not be liable for any costs incurred by the Proposer in preparing and responding to this RFP. The Proposer shall not include any pre-contractual expenses as part of the proposed cost.
I. Legal Authorization – All forms and documentation included in this RFP must be signed and dated by a person authorized to legally bind the Proposer to a contractual relationship with the City.
J. Conflict of Interest – Proposer is required to issue a brief statement disclosing potentially conflicting interests including:
a. Any litigation involving the Proposer or the Proposer’s personnel which is adverse to the City; and
b. Consulting services currently being provided or provided within the last four years to any person, corporation, partnership, or other entity that made application to the City for a discretionary land use entitlement or City project.
K. Rejection of Submittals – The City reserves the right at its sole discretion to reject any and all submittals received without penalty as result of this RFP. a. A proposal may be immediately rejected if:
i. It contains misrepresentative or misleading information; ii. It is received at any time after the exact date and time set for receipt of proposals;
iii. It does not meet the required specifications or terms and conditions as prescribed;
iv. It is not prepared in the format outlined in this RFP; v. It is signed by an individual not authorized to represent the Proposer;
5 vi. Proposer is involved in outstanding litigation that could impinge on its ability to complete the responsibilities and obligations of the proposal; vii. Any other reason in the City’s sole and absolute discretion.
L. No Guarantee of Contract – No guarantee is made that any contract will be awarded in response to this RFP.
M. Insurance Coverage – If a Proposer is selected, all insurance documentation will be provided to the City prior to the execution of a contract at the expense of the Proposer. All insurance requirements are included as a provision of the contract.
N. Sub-consultants – Proposer shall identify any sub-consultants and describe the responsibilities that will be assigned to them. The same level of references and background information required for Proposers shall be required of sub-consultants.
O. Acceptance of Conditions – Proposer shall include a statement offering the acceptance of all conditions listed in the RFP document (including, but not limited to, all the conditions reflected in the sample Professional Services Agreement) which shall be submitted with the proposal.
P. Public Record – All proposals submitted in response to this RFP will become the property of the City upon submission and a matter of public record pursuant to applicable law. City reserves the right to make copies of all proposals available for inspection and copying by interested members of the public as records of the City and City shall be under no obligation to the Proposer to withhold such records. In so far as a proposal contains information that the Proposer regards as proprietary and confidential, it shall be the responsibility of the Proposer (and not the City) to specifically identify which items of information are proprietary and clearly identify in writing which specific pieces of information are proprietary. It shall be insufficient for the Proposer to merely identify the entire proposal or an entire page or set of pages of proprietary. With respect to information deemed proprietary, the procedures set forth under subsection (T) below shall be observed. Not-to-exceed sums, hourly rates and the like that may be set forth in a proposal shall not constitute proprietary information nor shall any information readily available to the general public or any other information not regarded as proprietary and confidential under federal or state law.
Q. Right to Request Additional Information – During the evaluation process the City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions. At the discretion of the City,
6 firms submitting proposals may be requested to make oral presentations as part of the evaluation process.
R. Additional Services – The Scope of Work describes the minimum baseline level of services required for the services contemplated under this RFP, however, cost-effective proposals that exceed the minimum levels of service are welcome. Upon final selection of the firm, the Scope of Work may be modified and refined during negotiations with the City to account for the performance of services that exceed the baseline level called for under this RFP.
S. Conflict of Interest - By signing the Agreement, the successful Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with the award of the Agreement or any work for the proposed project. For the term of the Agreement, no elected or appointed official, officer or employee of the City, during the term of his/her service with the City and for two (2) years following his/her termination of office or employment with the City, shall have any direct interest in the Agreement, or obtain any present, anticipated or future material benefit arising therefrom.
T. Confidential Information - City reserves the right to make copies of a Proposer’s proposal available for inspection and copying by members of the public, (including proposals which may contain information the Proposer regards as proprietary in nature), unless the City’s legal counsel determines that the information which the Proposer regards as proprietary may be withheld pursuant to applicable provisions of the California Public Records Act (Govt. Code Section 6250 et seq.) or other applicable state or federal law. In the event City proposes to disclose records containing information the Proposer has specifically identified as being proprietary and confidential, City shall notify the Proposer in writing of its intent to release such information and the Proposer shall have five (5) working days after City’s issuance of its notice to give City written notice of Proposer’s objection to the City’s release of proprietary information. City will not release the proprietary information after receipt of the objection notice from the Proposer unless: (i) the objection notice is not received by the City until after the close of business on the 5th day following City’s issuance of the notice of intent to disclose; (iii) ordered to release the information by a court of competent jurisdiction; or (iii) the Proposer’s objection notice fails to include a fully executed indemnification agreement wherein the Proposer agrees indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, directors, employees and agents from and against all liability, loss, cost or expense (including attorneys’ fees) arising out of any legal action brought to compel the release of records containing the proprietary information which the
7 Proposer wishes to withhold. Again, the Proposer must specifically identify the information it deems proprietary.
V. TERMS AND CONDITIONS
A. Certification
By submitting a proposal, Proposer certifies that it has fully read and understands this RFP and has full knowledge of the nature, scope and scale of services and tasks that are to be performed under this RFP. Proposer also certifies that its proposal was prepared without prior understanding, agreement or connection with any other Proposer submitting a proposal from this RFP, and is in all respects fair and without collusion or fraud, so that all proposals will result from free, open and competitive proposing among all Proposers.
B. Reserving Rights
The City reserves the right to reject any and all proposals received as a result of this RFP. City’s potential award of a contract will not be based on any single factor nor will it be based solely or exclusively on the lowest cost proposal. If a contract is awarded, it will be awarded to the proposer who in the judgment of the City has presented an optimal balance of relevant experience, technical expertise, technological innovation, 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.
C. Assignment and Guarantee
No assignment by the Proposer of the contract or any part thereof, or of funds to be received hereunder, is binding unless the City has given written consent before such assignment. There is also no guarantee of a minimal amount of work or compensation for any Proposer selected for contract negotiations.
E. Clarification
Should discrepancies or omissions be found in this RFP or should there be a need to clarify this RFP, questions or comments should be emailed to Richard Iglesias, City Clerk, at [email protected]. The City shall not be responsible for, nor be bound by, any oral instructions, interpretations or explanations issued by the City.
F. Discrimination
The Proposer and all subcontractors must not discriminate, nor permit discrimination against any person on the grounds of race, national origin, sex, handicap, sexual orientation, or veteran status in their employment practices, in any of their contractual arrangements, in all services and accommodations they offer the public or in their business operations.
8 G. Indemnification
Proposer, at its own expense and without exception, shall indemnify, defend and pay all damages, costs, expenses, including attorney fees, and otherwise hold harmless the City, its employees and agents from any liability of any nature or kind in regard to the preparation or presentation of a proposal in response to this RFP.
H. Gratuity Prohibition
Proposer shall not offer any gratuities, favors or anything of monetary value to any official, employee or agent of the City for the purpose of influencing consideration of this proposal.
VI. PROPOSAL CONTENT
A. Cover Letter. The cover letter shall include the name, address, phone number and signature of the person authorized to bind the Proposer to the terms of the proposal.
B. Proposer’s Background. A summary of the Proposer’s background and their area(s) of professional expertise relevant to this RFP.
C. Project Approach/Methodology. A detailed description of the proposed approach/methodology for completing the required components of the Scope of Work. The Proposer shall demonstrate their understanding of the needs of the City and the objectives of the work proposed, as well as their ability to timely complete all the tasks outlined in the Scope of Work.
D. Project Schedule and Schedule Control. A detailed project schedule for each of the main components outlined in the Scope of Work in this RFP, outlining the tasks, activities, deliverables, milestones, and durations of each, including overlaps among the two components. Proposers shall allot sufficient time for review and feedback periods, as well as identify reasonably foreseeable delays that may occur, and factor in additional time as may be appropriate.
E. References. A minimum of three (3) public agency references highlighting similar work as requested in this RFP was performed by the team/personnel proposed for Cudahy. Such references must be for work completed within the last five (5) years, and include the name, title, and contact information of the public agency officer or employee responsible for overseeing the Proposer’s work.
F. Cost Proposal/ Fee Schedule. A detailed “not-to-exceed” cost proposal for each of the main components outlined on the Scope of Work in this RFP, as well as any specific cost savings. Any proposed payment schedule shall align with the project schedule. In addition, the cost proposal shall include an itemized budget, including all necessary labor costs and expenses (direct or indirect), for each of
9 the components. The cost proposal shall state the current hourly rates of all assigned staff/team members. As well as any known increases to said rate scheduled to occur prior to completion of this project.
G. Validity of Proposal. Responses to this RFP shall be valid for a minimum of ninety (90) days. Proposers shall state the length of time for which the proposal shall remain valid. Submissions not valid for at least ninety (90) days will be considered non-responsive.
CONTRACT IMPLEMENTATION
The contract resulting from this solicitation is tentatively scheduled to be awarded in April 2023. Upon award notification and prior to final contract approval, the successful proposer will be required to submit the following:
• Proof of general liability insurance
• Documentation of all credentials necessary to legally perform the services specified.
• A complete W9 form and, if applicable, non-resident withholding exemption form, if not already on file with the City; and • Proof of a current City of Cudahy tax certificate if the vendor is in, or performs services within, the city limits agreed to by the parties.
The finalized contract will include the scope of work, the terms and conditions, the fee schedule and any negotiated modifications agreed to by the parties.
VII. EVALUATION PROCEDURES
EVALUATION CRITERIA
The following criteria shall be used by the Committee to evaluate proposals:
A. Demonstrated and thorough understanding of the project.
B. Expertise and qualifications of assigned staff, including prior experience in performing similar studies for public sector clients.
C. Overall project design and methodology/approach.
D. Proposed schedule/timeline and projected completion date(s).
E. Total cost and fee schedule.
F. Responsiveness to the requirements of the RFP.
G. Recent references from comparable clients.
The City retains full discretion in determining the applicability and weight of the criteria listed above and is not required to select the lowest cost proposal. During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to
10 request additional information or clarification from Proposers, or to allow corrections of error or omissions.
SELECTION OF QUALIFIED PROPOSALS
The City of Cudahy will review the proposals submitted by all proposers. Based on the evaluation criteria, the City of Cudahy will determine which proposal is most advantageous for the award of the contract.
The City of Cudahy may at any time investigate a Proposer’s ability to perform work.
The City of Cudahy may ask for additional information about a company and its work on previous contracts. Proposers may choose not to submit such information in response to the City’s request. However, if failure to submit such information does not clarify the City’s questions concerning the ability to perform, the City may discontinue further consideration of a particular proposal. The City of Cudahy would typically be interested in previous experience in performing similar or comparable work, staffing and personnel turnover, financial statement of resources for current and past periods and other relevant information.
Please be aware that the City of Cudahy may use sources of information not supplied by the Proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City of Cudahy.
ORAL PRESENTATIONS OF PROPOSAL SUBMISSION
After selection of best qualified proposers, the Evaluation Committee may determine that oral presentations are required before making a final decision. The City will invite the proposers with the highest evaluation scores to make such presentations.
Discussions will be on an individual basis and closed to third parties and other Proposers.
During the presentation, the City of Cudahy and the Proposer will review in detail all aspects of the City’s requirements and the proposal. During these reviews, the Proposer may offer revisions and the City of Cudahy may accept the revisions in the proposal.
Similarly, the City may ask for revisions, and the Proposer may accept.
If it is necessary to conduct interviews, City of Cudahy will choose the number of proposers to be interviewed and schedule them accordingly.
AWARD
The award may be awarded to the most advantageous proposal based on the evaluation criteria. Alternatively, the top scoring proposals may require the candidate to submit final and best offers.
11 VIII. PROPOSAL SUBMITTAL
Three (3) hard copies of the proposal shall be presented in an envelope or package.
Hard copies should be bound and include the name of the Proposer and the title “City Council Chambers – Procurement and Installation Services for Audio/Visual Systems.” The envelope of package shall bear the name, address, and telephone number of the individual or entity submitting the proposal and shall be addressed as follows:
Office of the City Clerk
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Proposals can be hand delivered or mailed to the address listed above. Proposals will not be accepted by fax or e-mail.
The proposal shall be delivered to the above address on or before 3:00 P.M. on April 13, 2023.
X. STAFF CONTACT
For inquiries, please contact Joshua Calhoun at (323) 773-5143 or email at [email protected]
Issued by:
CITY OF CUDAHY
Finance Department
____________________________
Joshua Calhoun
Finance Department
APPENDIX A
SAMPLE CONTRACT
PROFESSIONAL SERVICES AGREEMENT
([Replace w/ Name of Consultant - Replace w/ Brief Description of Engagement] ) THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this ___________day of _________________ 20______ (hereinafter, the “Effective Date”), by and between the CITY OF CUDAHY, a municipal corporation (“CITY”) and [____REPLACE WITH NAME OF CONSULTANT____], a [___REPLACE WITH TYPE OF ENTITY, E.G., CORPORATION? PARTNERSHIP? SOLE PROPRIETORSHIP? ETC.____] (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.
WHEREAS, CITY wishes to engage CONSULTANT to provide the following specialized services:__________________________; and
WHEREAS, CITY’s in-house personnel is presently unable to perform the specialized services and tasks contemplated under this Agreement; and WHEREAS, CONSULTANT possesses the specialized training, skill, expertise and experience required to perform the services contemplated under this Agreement; and WHEREAS, CONSULTANT agrees to perform the various services and tasks set forth under this Agreement subject to the terms and conditions set forth herein; and 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 SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in
the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”
1.2 TERM: This Agreement shall have a term of [___REPLACE TEXT WITH TERM PERIOD: X# of DAYS? MONTHS? YEARS?] commencing from [_REPLACE TEXT WITH START DATE OF TERM: CAN BE EITHER the “EFFECTIVE DATE”? SOME OTHER DATE?]. [OPTIONAL LANGUAGE: Upon the
conclusion of the Term, this Agreement shall renew automatically for a maximum of [_MAXIMUM NUMBER OF EXTENSION TERMS AND MAXIMUM DURATION OF EACH SUCH EXTENSION TERM. EDITOR’S NOTE: IT IS
RECOMMENDED THAT ANY INDIVIDUAL EXTENSION TERM NOT EXCEED
ONE YEAR IN DURATION AND THAT THE TOTAL NUMBER OF EXTENSION
TERMS NOT EXCEED A MAXIMUM OF TWO YEARS BEYOND THE END OF THE INITIAL TERM] …….., unless CITY issues written notice of its intent not to authorize an additional extension term(s). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.
1.3 COMPENSATION:
A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services in accordance with the compensation schedule which is [_____THIS LANGUAGE MAY VARY DEPENDING ON THE LOCATION OF ANY APPLICABLE COMPENSATION SCHEDULE – SOME SCHEDULES
ARE EMBEDDED IN THE SCOPE OF SERVICES WHILE OTHERS CAN BE
FOUND IN A SEPARATE STAND-ALONE SCHEDULE WHICH SHOULD BE ATTACHED AS AN EXHIBIT TO THE AGREEMENT______] (hereinafter, the “Approved Rate Schedule”).
B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of [___REPLACE WITH NOT-TO-EXCEED SUM____] (hereinafter, the “Not-to-Exceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the Superintendent and the Director of Fiscal Services. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of the Term or any single extension term, 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: Reserved; No text.
1.5 ACCOUNTING RECORDS: CONSULTANT shall 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 shall have the right to access and examine such records, without charge, during normal business hours. CITY shall 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 Services, CONSULTANT shall 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 shall 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 REPRESENTATIVES: The CITY hereby designates the Superintendent and [____REPLACE WITH TITLE OF CITY REPRESENTATIVE WHO WILL BE
ENGAGED IN THE DAY-TO-DAY ADMINISTRATION OF THE
CONTRACT_______] (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The Superintendent shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement.
CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates [__INSERT NAME AND TITLE OF PERSON WHO IS CONSULTANT
REPRESENTATIVE FOR PURPOSES OF CONTRACT
ADMINISTRATION________] to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall 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 shall 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 shall be available to CITY staff and the CITY
Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY;
C. CONSULTANT shall 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.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. 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
F. All of CONSULTANT’s employees and agents (including but not limited 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 shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT shall 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 correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives 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 shall 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 shall 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 shall be ineffective, null and void and shall constitute a material breach of this Agreement.
2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work shall 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 the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
CONSULTANT shall 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.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representatives 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 shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.
2.8 COMPLIANCE WITH LAWS: CONSULTANT shall 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 shall include without limitation compliance with all applicable Cal/OSHA requirements.
2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall 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 shall 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.
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 polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT shall 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 shall 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 shall 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.
C. 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 shall 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 shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and shall be endorsed to include contractual liability.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall 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 shall 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 shall 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 Representatives are authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall 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 shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall 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.
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 its shall 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 shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
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.
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 CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and 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 here in 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 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 terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar days prior written notice of CITY’s intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall 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 7.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall 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, shall 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”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall 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 shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C 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 shall 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 shall cure the following Events of Defaults within the following time periods:
i. Within three (3) 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 3-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 3-day cure period.
The foregoing notwithstanding, CITY shall 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 3-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 shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.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 shall include, but shall 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 Services; (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) 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 shall 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, shall 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 shall 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 shall 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 shall 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 shall 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 shall 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:
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 shall 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 shall 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 shall 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 shall 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 shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall 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, drawings, designs, renderings, specifications, 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 shall require all subcontractors and subconslutants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall 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 shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement.
CONSULTANT shall 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 shall 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:
[_REPLACE WITH Business Name of
Consultant_]
[_REPLACE WITH Business
Address_]
Attn: [_REPLACE WITH Name/Title of
Consultant’s chief contact ___]
Phone: [_REPLACE WITH Phone
Number_]
Fax: [_REPLACE WITH Fax
Number__]
Email: [_If available, REPLACE WITH
e-mail or simply delete_]
City of Cudahy
[Insert Name of Department/Division]
5220 Santa Ana Street
Cudahy, CA 90201
Attn: [___Title of CITY Contact___]
Phone: [___REPLACE WITH Dept
Phone__]
Fax: [___REPLACE WITH Dept
Fax___]
Such notices shall 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 shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT shall 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, shall 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 shall 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, shall 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 shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall 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, shall 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, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall 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 shall 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 shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
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 shall continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement shall 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 shall 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, limits, 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 shall control.
6.19 ENTIRE AGREEMENT: This Agreement including all attached exhibits is 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, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.15, above.
6.20 COUNTERPARTS: .This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the remaining two original counterparts shall be retained by CITY.
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 CUDAHY:
By:______________________________
Alfonso Noyola, City Manager
Date:_____________________________
[REPLACE WITH BUSINESS NAME OF
CONSULTANT, E.G., ACME CORP., A
CALIFORNIA CORPORATION ETC.]:
By:______________________________
Name:____________________________
Title:_____________________________
Date:_____________________________
APPROVED AS TO FORM:
By:______________________________
Date:_____________________________
200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707
June 12, 2023
City of Cudahy
Attn.: Mr. Joshua Calhoun, CPA
5220 Santa Ana Street
Cudahy, California 90201
RE: Cannabis Operating Revenue Audit Services
Dear Mr. Calhoun:
I would like to take this opportunity to thank you for the confidence the City of Cudahy (the “City”) has provided to us and present this letter for your consideration regarding the Cannabis Financial Audit Services.
This letter is an acknowledgment of the Firm’s understanding of the work to be performed. We are offering our commitment to deliver all of the required work, complete the audit, and issue the necessary auditor’s reports.
Our fee for these services will be approximately at $6,500 to $8,000 plus out of pocket expenses. Our fees are based on certain assumptions, including the required assistance from the Licensee. To the extent that certain circumstances arise during the engagement, our fee estimate may be significantly affected and additional fees may be necessary.
We are committed to exceeding your expectations, and we look forward to bringing our experience and expertise to the City of Cudahy while providing you with the excellent level of service that you expect and deserve. If you have any questions, please feel free to call me at (949) 777- 8801.
Sincerely,
The Pun Group, LLP
Kenneth H. Pun, CPA, CGMA | Managing Partner
***
Attachment DPage 923 of 1183
Blank Page
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STAFF REPORT
Date: June 20, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
Juan Arauz, AICP, Community Development Director
Subject: Adoption of Resolution Authorizing of Execution of an Agreement with Primestor Development Inc, Involving Real Property at 4730 Santa Ana Street (APN 6224-018-007)
RECOMMENDATION
Staff recommends that the City Council of the City of Cudahy (the “City”):
1. Subject to modifications made and approved by the City Manager and City Attorney, adopt Resolution No. 23-30 authorizing the execution of an agreement between the City and Primestor Development Inc. (“Primestor”) involving real property at 4730 Santa Ana Street (APN 6224-018-007).
BACKGROUND
On September 25, 1975, the former Redevelopment Agency of the City of Cudahy was organized pursuant to §33000 et seq. of the California Health and Safety Code (the “HSC”). In 1977, the Redevelopment Agency changed its name to the Cudahy Community Development Commission (also known as the “CDC”). Subsequently, the City adopted a redevelopment plan known as the Downtown Project, that was later amended in 1981, 1992, 1993, and 1994. The Downtown Project primarily focused on the Atlantic Avenue corridor and was intended to redevelop blighted sites into uses economically beneficial to the residents and businesses of the City.
The CDC purchased several properties including five parcels located at the southeast corner of Atlantic Avenue and Santa Ana Street, collectively called “Site 2”. The properties making up Site 2 are listed and shown below.
Table 1: List of Site 2 Properties
Item Number
14B
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APN Acquisition Date
6224-018-008 10/06/2009
6224-018-068
6224-018-069 7/19/2006
6224-018-070
6224-018-071 2/08/2008
Site 2 Aerial
In 2011 and 2012, the State of California enacted bills that dissolved redevelopment agencies statewide and contained procedural requirements on how City’s were to dispose of real property assets. Operating under State requirements, in 2020, the City issued released a Notice of Availability (NOA) and solicited Request for Proposals (RFP) for the redevelopment of Site 2. At the conclusion of the RFP deadline, no proposals were received. Since then, the City has held discussions with developers on potential opportunities for Site 2 that include commercial, residential, and mixed-use development. Discussions have also been held with the County of Los Angeles regarding the addition of the adjacent former Social Services site located at 8130 Atlantic Avenue.
DISCUSSION/ANALYSIS:
The approximate 7,200 square-foot property at 4730 Santa Ana Street divides Site 2 and therefore limits its development potential. Analysis on Site 2 have concluded that development would be more viable by annexing 4730 Santa Ana Street. Primestor is currently in escrow for the purchase of this property, and if the attached agreement is executed Primestor would maintain ownership over the site and hold discussions with City staff over
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the development of Site 2 with 4730 Santa Ana Street.
Executing the attached agreement provides the City a level of control over 4730 Santa Ana Street. Without this agreement, there would be a risk that the property dividing Site 2 might not be attainable and therefore greatly limit development options.
STRATEGIC PLAN CORRELATION
The Project supports the following strategies identified in the City’s Strategic Plan as adopted by the City Council.
Goal F
1. Develop the Cudahy brand.
2. Create a sense of place and establish the community’s identity.
3. Use the Cudahy brand to provide visual identity of the City, including signage.
4. Identify methods to connect with community members, including soliciting input on a regular basis.
5. Increase the City’s social media presence.
6. Explore opportunities for efficiency through insourcing and outsourcing.
7. Foster relationship building among residents.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
The Project has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Sections 21000, et seq (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000, et seq), and the City’s Local CEQA Guidelines. Pursuant to CEQA Guidelines 15061(b)(3), the Project is not subject to CEQA because there is no possibility that the execution of the attached agreement may have a significant effect on the environment.
FINANCIAL IMPACT
This item does not have any impacts to the City’s General Fund beyond standard staff time.
ATTACHMENTS
A. Resolution No. 23-30, with Exhibit A Draft Agreement between City and Primestor involving 4730 Santa Ana Street.
1 RESOLUTION NO. 23-30
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA AUTHORIZING THE EXECUTION
OF AN AGREEMENT WITH PRIMESTOR DEVELOPMENT
INC. INVOLVING REAL PROPERTY AT 4730 SANTA ANA
STREET (APN 6224-018-007)
WHEREAS, on September 25, 1975, the former Redevelopment Agency of the City of Cudahy was organized pursuant to §33000 et seq. of the California Health and Safety Code (the “HSC”);
WHEREAS, in 1977, the Redevelopment Agency changed its name to the Cudahy Community Development Commission (also known as the “CDC”); WHEREAS, the City adopted a redevelopment plan known as the Downtown Project (“Downtown Project”), that primarily focused on the Atlantic Avenue corridor and was intended to redevelop blighted sites into uses economically beneficial to the residents and businesses of the City;
WHEREAS, the CDC purchased several properties including five parcels located at the southeast corner of Atlantic Avenue and Santa Ana Street, APN 6224-018-008, 6224-018-068, 6224-018-069, 6224-018-070, 6224-018-071, collectively called “Site 2”; WHEREAS, an approximate 7,200 square foot property located at 4730 Santa Ana Street divides Site 2 (“Property”), limiting its development potential; WHEREAS, analysis on Site 2 have concluded that development would be more viable by annexing Property;
WHEREAS, Primestor Development Inc. (“Primestor”) is currently in escrow for the purchase of Property;
WHEREAS, upon execution of the Finalized Agreement, a draft of which is attached and incorporated herein as Exhibit A, Primestor will maintain ownership over Property.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CUDAHY, CALIFORNIA, AS FOLLOWS:
SECTION 1. The Recitals set forth above are true and correct and are incorporated into this Resolution by reference.
SECTION 2. The Cudahy City Council hereby authorizes, subject to modifications made and approved by the City Manager and City Attorney, the execution of the Final Agreement, a draft of which is attached and incorporated herein as Exhibit A.
Attachment APage 928 of 1183
2 SECTION 3. This Resolution shall supersede and take the place of all provisions of all existing Resolutions or orders of the City Council pertaining to the subject matter hereof, all of which, to the extent that they conflict with the Resolution, are hereby repealed.
SECTION 4. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 20th day of June 2023.
______________________________
Daisy Lomelí
Mayor
ATTEST:
__________________________
Richard Iglesias
City Clerk
4 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 23-30 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 28th day of March 2023 and that said Resolution was adopted by the following vote, to-wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Richard Iglesias
City Clerk
3 EXHIBIT “A”
DRAFT AGREEMENT
1 PUT AGREEMENT
This PUT AGREEMENT (this “Agreement”) is made as of this 21st day of June 2023, (such date, the “Effective Date”) by and between Primestor Development, Inc. (“Primestor”) and The City of Cudahy, a California municipal corporation (“City”). Primestor and City are each a “Party” and, collectively, are the “Parties” to this Agreement.
RECITALS
A. Concurrently with the Effective Date hereof, Primestor, through one of its affiliated companies, has acquired that certain real property located at 4730 Santa Ana Street, Cudahy, California 90201, Parcel No. 6224-018-007 (the “Property”).
B. City has also agreed to grant to Primestor an option to sell the Property back to City upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Grant of Put. City hereby irrevocably grants and issues to Primestor the right and option, exercisable in Primestor’s sole and absolute discretion during the Put Period (as such term is defined hereinbelow) to sell the Property to City (such right and option hereinafter referred to as the “Put”).
2. Put Purchase Price. The purchase price for the Property upon exercise of the Put shall be the sum of (i) One Million One Hundred Seventy-Five Thousand and 00/100 Dollars ($1,175,000.00) plus (ii) all related closing costs and sums payable to third-parties in connection with its acquisition and ownership of the Property prior to the sale to the City, and (iii) any outstanding Reimbursement Fee (as defined in the Term Sheet) then due and owing from City to Primestor at such time.
3. Put Period. The term of the Put (the “Put Period”) shall commence on the first (1st) day of the thirteenth (13th) month anniversary of the Effective Date and shall automatically expire on the last day immediately prior to the twenty-fifth (25th) month anniversary of the Effective Date.
4. Exercise of Put. In order to exercise the Put, Primestor shall, at any time during the Put Period, give a sixty (60)-day written notice to City that Primestor has elected to exercise the Put (the “Put Notice”). The Put Notice shall be accompanied by three (3) executed copies of a Purchase and Sale Agreement between Primestor (as seller) and City (as purchaser) (the “Purchase Agreement”). City shall promptly execute the Purchase Agreement and return two (2) fully executed originals to Primestor. Such Purchase Agreement shall at a minimum include the following terms and conditions: (i) the Property shall be sold in its “as is” condition (ii) closing to occur no later than sixty (60) days after the date of the Purchase Agreement; (iii) a purchase price equal to the Put Purchase Price, and which shall be paid in one lump sum on the closing; (iv) no due diligence or inspection period; (v) no financing contingency; (vi) title to the Property shall be delivered in the condition Primestor acquired it, subject only to any other liens or encumbrances approved by City during the time Primestor owned the Property; (vii)
2 Primestor shall select the Title Company and Escrow Holder; (ix) City shall pay all recording fees, escrow fees, real property and transfer taxes; and (x) any other terms and conditions commonly included in purchase agreements for commercial properties in Southern California.
Upon the giving of the Put Notice and Purchase Agreement to City, City shall become and be absolutely and unconditionally obligated to purchase the Property from Primestor in accordance with the terms of this Agreement at the Put Purchase Price.
5. Termination. This Agreement will terminate (without any action by either Party hereto) (i), if the Put is exercised by Primestor, upon the acquisition of the Property by City, or (ii), if the Put is not exercised by Primestor, at 5:00 p.m., Pacific Standard Time on the last day of the Put Period.
6. Assignment. Except to an affiliate, the rights and obligations in this Agreement may not be assigned in whole or in part by either Party hereto without the prior written consent of the other Party.
7. Notices. Unless specifically stated otherwise in this Agreement, all notices, waivers, and demands required or permitted hereunder shall be in writing and delivered to the addresses set forth below, by one of the following methods: (a) hand delivery, whereby delivery is deemed to have occurred at the time of delivery; (b) a nationally recognized overnight courier company, whereby delivery is deemed to have occurred the Business Day following deposit with the courier; (c) registered U.S. Mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred on the third Business Day following deposit with the U.S. Mail; or (d) electronic transmission provided that the transmission is completed no later than 5:00 p.m.
Pacific Time on a Business Day and the original also is sent via overnight courier or U.S. Mail, whereby delivery is deemed to have occurred at the end of the Business Day following the date on which such electronic transmission is completed.
All notices to City shall be sent to:
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attention: Juan Arauz
All notices to Developer shall be sent to:
Primestor Development Inc.
9950 Jefferson Blvd, Building 2 Culver City, CA 90232
Attention: Arturo Sneider, Founding Partner and CEO
8. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document.
9. Business Days. Whenever any action must be taken (including the giving of notices) under this Agreement during a certain time period (or by a particular date) that ends or occurs on a nonbusiness day, then such period (or date) shall be extended until the next
3 succeeding Business Day. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday, or a legal holiday on which national banks are not open for general business in the State of California.
10. Time of the Essence. Primestor and City hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof and that failure to timely perform any of the terms, conditions, obligations, or provisions hereof by either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Parties hereto have executed this Put Agreement as of the Effective Date set forth above.
“City”
The City of Cudahy
a California municipal corporation
By: ____________________________
Name: ____________________________
Title: ____________________________
“Primestor”
[Primestor],
a [_______________________________]
By: ____________________________
Name: Arturo Sneider
Title: ____________________________
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STAFF REPORT
Date: June 20, 2023
To: Honorable Mayor/ Members fo the City Council
From: Alfonso Noyola, City Manager/Executive Director
By: Andres Rangel, Management Analyst
Subject: Adoption of a Resolution of the City Council of the City of Cudahy Approving Participation in the Los Angeles Urban County Community Development Block Grant Program by Authorizing the City Manager to Sign a Cooperation Agreement with the County of Los Angeles
RECOMMENDATION
The City Council is requested to adopt Resolution No. 23-31, authorizing the city manager to sign the Cooperation Agreement with the County of Los Angeles.
BACKGROUND
1. Prior to the execution of the newly established Cooperation Agreement, the LA County Community Development Authority (LACDA) – Grants Management Unit will require a resolution authorizing the Mayor or his/her designee to sign the Cooperation Agreement with the County on behalf of the City. This resolution is required for continued participation in Los Angeles County Community Development Block Grant (CDBG) Program.
2. On May 25, 2023, the Los Angeles Community Development Authority (LACDA) notified the City that due to a recent change in its branding, changing its agency name from the Los Angeles Community Development Commission (LACDC) to the LACDA, they will be requiring the following actions from its participating Cities for continued participation in LA County’s CDBG Program:
a. Submit a resolution of the City Council approving participation in the Los Angeles Urban County CDBG Program by authorizing the Mayor, or his/her designee, to sign a Cooperation Agreement with the County of Los Angeles by no later than July 14, 2023
Item Number
14C
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ANALYSIS
Every three (3) years, the County of Los Angeles must re-qualify with the U.S. Department of Housing and Urban Development (HUD) for entitlement status as an Urban County so that it can participate in the Community Development Block Grant (CDBG) Program. The LACDA is currently preparing to submit their documentation for this designation. In order for the City to continue its participation in the County’s CDBG Program, the City would need to approve the attached Participating City Cooperation Agreement (Attachment B).
This program is very important to our agency, as it has allowed us the opportunity to provide much needed public service programs and eligible construction projects. Continued participation in this program would allow the City to continue to provide these beneficial services and project for the community.
CONCLUSION
If the City Council does not pass a resolution approving this Participating City Cooperation Agreement, the City will not be able to participate in the County’s CDBG program for the period of July 1, 2024 through to June 30, 2027.
STRATEGIC PLAN CORRELATION
Goal C (Housing Security and Affordability)
Objective:
1. Increase the use of residential rehabilitation programs using Community Development Block Grant (CDBG) funds.
Goal E (City Infrastructure and Service Delivery)
Objective:
1. Implement the City’s facility maintenance plan to ensure facilities and infrastructure are adequate and available in order to provide desired services.
2. Complete the Capital Improvement Plan, which anticipates the capital needs of Cudahy over a five-year period.
FINANCIAL IMPACT
Opting in to this cooperation agreement would allow the City access to receive CDBG funding
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from the county on an annual basis.
ATTACHMENTS
A. Resolution No. 23-31
B. County of Los Angeles Community Development Block Grant Program Home Investment Partnership Program – Participating City Cooperation Agreement
Attachment A
RESOLUTION NO. 23-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CUDAHY APPROVING PARTICIPATION IN THE LOS
ANGELES URBAN COUNTY PROGRAM.
WHEREAS, the City of Cudahy ("City") desires to participate in the Los Angeles Urban County Program for Community Development Block Grant ("CDBG") funds, and if applicable, the HOME Investment Partnerships (“HOME”) Program, and the Emergency Solutions Grant (“ESG”) Program, in the County's Consolidated Plan for Fiscal Years 2024-2026, commencing on July 1, 2024 and through June 30, 2027; and WHEREAS, the City authorizes the execution of a Cooperation Agreement with the County of Los Angeles in order to receive CDBG funds;
BASED UPON THE ABOVE RECITALS, THE CITY COUNCIL OF THE CITY
OF CUDAHY, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. The City Council adopts and approve its participation in the Los Angeles County Urban County Program and receiving CDBG funds, and if applicable, HOME and ESG Program funds, and execution of the Cooperation Agreement between the City of Cudahy and the County of Los Angeles for the time period of July 1, 2024 through June 30, 2027 and self-renewing thereafter.
SECTION 2. The City Council authorizes city manager to execute the Cooperation Agreement, any and all related documents necessary, for participation in the Los Angeles Urban County Program on behalf of the City.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 20th day of June 2023.
_____________________________
Daisy Lomelí
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF CUDAHY )
I, __________________, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No.23-31 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 20th day of June, 2023, and that said Resolution was adopted by the following vote, to-wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
______________________
City Clerk
May 2023 1
COUNTY OF LOS ANGELES
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
HOME INVESTMENT PARTNERSHIPS PROGRAM
EMERGENCY SOLUTIONS GRANT PROGRAM
PARTICIPATING CITY
COOPERATION AGREEMENT
This COOPERATION AGREEMENT (“Agreement”) is being entered into on this «Day» day of «MONTH_YEAR», to be effective on the 1st day of July 2024, by and between the CITY OF «PARTICIPATING_CITY», hereinafter referred to as “City,” and the County of Los Angeles, by and through the Executive Director of the Los Angeles County Development Authority, hereinafter referred to as “County,” and shall remain in effect for the County's Consolidated Plan for Fiscal Years 2024-2026. The County and the City are collectively referred to as the “Parties” or individually “Party.”
WITNESSETH THAT:
WHEREAS, in 1974, the U.S. Congress enacted and the President signed a law entitled, the Housing and Community Development Act of 1974, as amended, herein called the “Act”; WHEREAS, the Parties desire to cooperate to undertake, or assist in undertaking, community development, community renewal of lower-income housing assistance activities, specifically urban renewal and publicly assisted housing, including, but not limited to, the improvement or development of housing for persons of low- to moderate-incomes, and other community or urban renewal activities authorized by the Act, the Cranston-Gonzalez National Affordable Housing Act (“NAHA”), and the U.S. Housing Act of 1937, as amended; WHEREAS, the Community Development Block Grant (“CDBG”) Program, the HOME Investment Partnerships (“HOME”) Program, and the Emergency Solutions Grant (“ESG”) Program are required to have an approved comprehensive housing strategy as authorized under NAHA;
WHEREAS, the County has requested of the U.S. Department of Housing and Urban Development, hereinafter referred to as “HUD”, that the County be designated as an urban county, hereinafter referred as to the “Los Angeles Urban County”; WHEREAS, the City has participated with the County in the Los Angeles Urban County Program and desires to renew its participation with the County in said Los Angeles Urban County Program for the County's Consolidated Plan for Fiscal Years 2024-2026; WHEREAS, as the Los Angeles Urban County designee, the County will take responsibility and assume all obligations of an applicant under federal statutes, including: the analysis of needs, the setting of objectives, the preparation of community development and housing assistance plans, the consolidated plan, and the assurances of certifications; Attachment BPage 940 of 1183
May 2023 2
WHEREAS, the terms and provisions of this Agreement are fully authorized under state and local law, and this Agreement provides full legal authority for the County to undertake, or assist in undertaking, essential community development and housing assistance activities, specifically urban renewal and publicly assisted housing; and WHEREAS, by executing this Agreement, the Parties hereby give notice of the intention to participate in the Los Angeles Urban County Program.
NOW, THEREFORE, the Parties agree as follows:
1. The City hereby authorizes the County to perform, or cause to be performed, those acts necessary or appropriate to implement the community development and housing assistance activities. Specifically urban renewal and publicly assisted housing, including, but not limited to, improvement or development of housing for persons of low- to moderate-income, and other community or urban renewal activities authorized under the Act for the City in the County's Consolidated Plan for Fiscal Years 2024-2026, which will be funded from the CDBG Program, and, where applicable HOME and ESG Programs, from federal annual appropriations and from any program income generated from the expenditure of such funds.
In the event this Agreement extends into succeeding fiscal years and funds have not been appropriated, this Agreement will automatically terminate as of June 30 of the then-current fiscal year. The County will endeavor to notify the City in writing within ten (10) days of receipt of non-appropriation notice.
2. This Agreement covers the following formula funding programs administered by HUD where the County is awarded and accepts funding directly from HUD: The CDBG Program, the HOME Program, and the ESG Program.
3. In executing this Agreement, the City understands the following:
a. The County has the final responsibility for selecting CDBG, and, where applicable, HOME and ESG, activities and submitting the Consolidated Plan to HUD.
b. The City is not eligible to apply for grants under the State CDBG (“Small Cities CDBG”) Program for appropriations for the County's Consolidated Plan for Fiscal Years 2024-2026.
c. The City may participate in the HOME Program only through the Los Angeles Urban County Program. Thus, even if the County does not receive a HOME formula allocation, the City cannot form a HOME consortium with other local governments.
d. The City may participate in the ESG Program only through the Los Angeles
May 2023 3
Urban County Program.
4. The term of this Agreement shall be for the County's Consolidated Plan for Fiscal Years 2024-2026 and commence on July 1, 2024 through June 30, 2027 ("Urban County Term"). The Parties agree that they cannot terminate or withdraw from this Agreement while it remains in effect. The City provides written notice at least 60 days prior to June 30 2026 that it elects not to participate in the next urban county qualification period. Towards the end of the second year of the Urban County Term, the County will notify the City in writing of its right not to participate in the County's successive Consolidated Plan for the next three-year period.
The Parties agree to adopt amendments to this Agreement incorporating changes necessary to meet the requirements for cooperation agreements set forth in HUD’s Urban County Qualification for Participation Notice, prior to the subsequent threeyear extension of the term.
5. This Agreement shall be effective for the Urban County Term and for such period of time for the expenditure of all CDBG funds, or where applicable, HOME and ESG funds, allocated to the City under this Agreement and appropriations from any program income therefrom and for the completion of the funded activities. The Parties agree that they cannot terminate or withdraw from this Agreement while it remains in effect.
6. The Parties agree to cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities, specifically urban renewal and publicly assisted housing, including, but not limited to, the improvement or development of housing for persons of low- to moderate-incomes, and other community or urban renewal activities authorized by the Act.
The Parties in the performance of this Agreement shall take all actions necessary or appropriate to assure compliance with the Los Angeles Urban County Program’s certification under Section 104(b) of Title I of the Act, as amended, that the grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964; and the implementing regulations at 24 CFR Part 1, and the Fair Housing Act, and the implementing regulations at 24 CFR Part 100, and will affirmatively further fair housing. See 24 CFR § 91.225(a) and Affirmatively Furthering Fair Housing Definitions and Certifications (86 FR 30779, June 10, 2021), to be codified at 24 CFR 5.151 and 5.152, available at https://www.federalregister.gov/documents/2021/06/10/2021-12114/restoringaffirmatively-furthering-fair-housing-definitions-and-certifications.
Furthermore, the Parties in the performance of this Agreement shall take all actions necessary or appropriate to assure compliance with Section 109 of Title I of the Act, and the implementing regulations at 24 CFR Part 6, which incorporates Section 504 of the Rehabilitation Act of 1973, and the implementing regulations at 24 CFR Part 8, Title II of the Americans with Disabilities Act, and the implementing
May 2023 4
regulations at 28 CFR Part 35, the Age Discrimination Act of 1975, and the implementing regulation at 24 CFR Part 146, and Section 3 of the Housing and Urban Development Act of 1968, and all other applicable laws and regulations.
The Parties agree that CDBG and, where applicable, HOME and ESG funding is prohibited for any activities in, or in support of, any cooperating City that does not affirmatively further fair housing within its own jurisdiction or that impedes the County’s action to comply with its fair housing certification. The City acknowledges and agrees to HUD’s 424-B Form, Assurances and Certifications.
7. Pursuant to 24 CFR § 570.501(b), the City is subject to all requirements applicable to subrecipients, including the requirement of a written agreement as set forth in 24 CFR § 570.503.
8. The City shall report to the County of any income generated by the use of CDBG and, where applicable, HOME and ESG funds received by the City. Any such program income, if applicable, must be remitted to the County within 30 days of receipt. Such program income may be used for eligible activities in accordance with all CDBG and, where applicable, HOME and ESG, requirements as may then apply.
9. The County shall be responsible for monitoring and reporting to HUD on the use of any program income; therefore, the City shall be required to maintain appropriate record keeping and reporting for this purpose.
10. The City may not sell, trade or otherwise transfer all or any portion of CDBG, and, where applicable, HOME and ESG funds to another metropolitan city, urban county, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG, and, where applicable, HOME and ESG funds in exchange for any other funds, credits or non-federal consideration, but must use such funds for activities eligible under Title I of the Act.
11. In the event of grant close-out or termination of this Agreement, any program income that is on hand or received subsequent to the close-out or change in status shall be paid to the County within 60 days after grant closeout or termination of this Agreement.
12. All program income generated from the disposition or transfer of real property acquired or improved by the City using CDBG and, where applicable, HOME and ESG, funds or program income, during the Urban County Term, shall be subject to all the terms and conditions of this Agreement.
13. Any real property which is acquired or improved by the City during the term of this Agreement, in whole or in part, using CDBG and/or HOME and ESG funds or program income in excess of $25,000, shall be subject to the following standards:
May 2023 5
a. The County shall be notified by the City in writing of any modification or change in the use or disposition of such real property from that planned at the time of the acquisition or improvement. Such notification shall be made prior to the modification, change in use or disposition. b. If such real property is sold within five (5) years or transferred for a use which does not qualify as an eligible activity under CDBG and/or HOME and ESG regulations, the City shall reimburse to the County an amount equal to the pro-rata share of the current fair market value of the property or proceeds from the sales. The pro-rata share shall be calculated by multiplying the current market value by the percentage of the purchase price paid with CDBG funds or program income.
14. The City shall make available for inspection and audit to County’s and HUD’s representatives, upon request, at any time during the duration of this Agreement and for a period of five (5) years thereafter, all of its books and records relating to CDBG and, where applicable, HOME and ESG, program activities and income.
15. Following the end of the three-year reimbursable contract period and after resolving any financial or programmatic findings, if the City elects to leave the Los Angeles Urban County Program and is not eligible to become an entitlement city, the City will be unable to request that its allocation or any remaining balance be transferred to the City. Any remaining balance will be transferred to the funding pool of the Supervisorial District in which the City is located.
16. The City has adopted and is enforcing:
a. A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and
b. A policy of enforcing applicable state and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction.
17. The City shall provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the City’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. b. Establishing an ongoing drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
May 2023 6
ii. The City’s policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace.
c. Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph “a” of this Section 17.
d. Notifying the employee in the statement required by paragraph “a” of this Section 17 that, as a condition of employment funded by the CDBG, and where applicable, HOME and ESG grant, the employee will:
i. Abide by the terms of the statement; and
ii. Notify the City in writing of his or her conviction of a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction.
e. Notifying the County in writing, within ten (10) calendar days after receiving notice under subparagraph d(ii) of this Section 17 from an employee or otherwise receiving actual notice of any such conviction; and the City must provide written notice, including position or title, of any City employees convicted of any criminal drug statute to every County officer or other designee who processed a CDBG, HOME, or ESG grant which funded any activity on which the convicted employee was working, unless HUD has designated an identification number(s) of each affected grant. f. Taking one (1) of the following actions, within 30 calendar days of receiving notice under subparagraph d(ii) of this Section 17, with respect to any employee who is so convicted:
i. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or
ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purpose by a federal, state, local health, law enforcement, or other appropriate agency.
g. Making a good faith effort to continue to maintain a drug-free workplace through the implementation of paragraphs a, b, c, d, e, and f, of this Section
17.
May 2023 7
18. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery, and therefore shall be deemed an original, and all of which shall constitute one and the same document, for the same effect as if all parties hereto had signed the same signature page.
The facsimile, email, or other electronically delivered signature of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this Agreement to be subscribed by the Executive Director of the LACDA, and the City has subscribed the same through its duly authorized officers, on the day, month, and year first above written.
County Counsel Certification
The office of the County Counsel hereby certifies that the terms and provisions of this Agreement are fully authorized under state and local laws, and that the Agreement provides full legal authority for the County to undertake or assist in undertaking essential community development and housing assistance activities, specifically urban renewal and public assisted housing.
By: ___________________________________ ___________________________ Principal Deputy County Counsel Date
COUNTY OF LOS ANGELES
By: ________________________________
EMILIO SALAS, Executive Director
Los Angeles County Development Authority
ATTEST:
City Clerk
By: ________________________________
APPROVED AS TO FORM:
DAWYN R. HARRISON
County Counsel
By: ________________________________
BEHNAZ TASHAKORIAN
Principal Deputy County Counsel
CITY OF «PARTICIPATING_CITY»
By: ________________________________
MAYOR OR DESIGNEE
APPROVED AS TO FORM:
By: ________________________________
CITY ATTORNEY
Blank Page
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
6/20/2023 Page 1 of 3
STAFF REPORT
Date: June 20, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Daniela Trujillo, Administrative Analyst
Subject: Consideration to Authorize the City Manager to Execute an Agreement for the Purchase of a Skid Steer Loader with Kubota Tractor Corporation
RECOMMENDATION
The City Council is requested to authorize the City Manager to enter into a Cooperative Purchase Agreement with Kubota Tractor Corporation for a Skid Steer Loader, for an amount not-to-exceed $141,436.30.
BACKGROUND
1. On May 15, 2023, city staff coordinated with Kubota Tractor Corporation to receive a quote for the procurement using Sourcewell Cooperative Purchase Contract #040319-KBA.
2. On May 22, 2023, the City received a quote from Kubota Tractor Corporation using contract #040319-KBA for the purchase of a Skid Steer Loader.
ANALYSIS
A Skid Steer Loader is a compact multipurpose piece of equipment that has various tools for construction and landscaping jobs. The defining feature of a Skid Steer Loader is its variety of attachments, which allows for a wide range of tasks to be completed with a single piece of equipment. The City would be purchasing this equipment with seven attachments to enhance its features. The attachments are as follows:
• Breaker Bar
• Asphalt Grinder
• Broom
• Skid Cutter
Item Number
14D
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
6/20/2023 Page 2 of 3
• Bucket
• Bucket with Teeth
• Scrap Grapple Bucket
The City currently rents this piece of equipment to conduct work around the community. Some of the work entails breaking cement for city wide sidewalk repairs and improvements, small to medium asphalt repairs, cleaning out homeless encampments, and removing weeds at vacant lots. Purchasing this equipment would prevent having to continuously rent out the machine to perform critical work around the City. It would allow the city to keep the Skid Steer Loader in house and ultimately pay itself off.
Additionally, this purchase would be funded through SB1 funds and has been budgeted as part of the public works equipment acquisition program.
3.16.100 Cooperative (piggyback) purchases
Chapter 3.16.100 of the City’s Municipal Code allows the participating in a cooperative purchasing agreement:
(1) Without complying with the requirements of CMC 3.16.120 and 3.16.130, the purchasing officer may participate in a cooperative purchasing agreement for the procurement of any items or services with any federal, state, county or local government agency when that agency has made their purchases in a competitive manner. (Ord. 672 § 3, 2017; Ord. 649 § 2, 2015).
As such the City wishes to engage in a cooperative purchasing agreement with Sourcewell, a reputable agency that publishes competitive bidding processes on masse, to ensure that cities receive the most competitive offer from a wide array of agencies.
Specifically, the City would be using Sourcewell’s cooperative purchasing agreement with Kubota Tractor Corporation to purchase a Skid Steer Loader. Kubota Tractor Corporation has an active cooperative purchasing agreement with Sourcewell. This ensures a discounted rate on the product as well as allows the City to make the purchases in a timely manner.
CONCLUSION
To prevent future rentals for this equipment, the City recommends awarding a Cooperative Purchase Agreement to Kubota Tractor Corporation for a Skid Steer Loader in the amount notto-exceed $141,436.30.
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
6/20/2023 Page 3 of 3
STRATEGIC PLAN CORRELATION
Goal E City Infrastructure and Service Delivery; Strategy 2 A. Implement the City’s facility maintenance plan to ensure facilities and infrastructure are adequate and available in order to provide the desired services.
FINANCIAL IMPACT
The not-to-exceed amount of $141,436.30 has been allocated in this fiscal year budget.
ATTACHMENTS
A. Kubota Tractor Corporation Quote for Skid Steer Loader B. Sourcewell Contract #040319-KBA and Supporting Documents
Quote Provided By
EBERHARD EQUIPMENT
Carlos Gutierrez
2506 S. HARBOR BLVD.
SANTA ANA, CA 92704
email:
[email protected]
phone: 7144123984
Standard Features Custom Options
S Series SSV75PHFRC
* * * EQUIPMENT IN STANDARD MACHINE * * *
FEATURES
Vertical Lift Path Loader Frame
Standard Front Quick Coupler,
Float Standard
Hydraulic Quick Coupler Option
One Way SelfLeveling
with Kubota Shockless Ride
(KSR) Option
Loader Boom Lock
Loader Arm Drop Valve
Open ROPS & Air Conditioned
ROPS/FOPS Cab Models
Adjustable, Vinyl, Suspension
Seat
2" Retractable Seat Belt and 2
Piece Seat Bar
12V Electric Outlet
20.9 gpm Auxiliary Hydraulics,
30.4 gpm High Flow Hydraulics
Option
Direct To Tank Return Line
12x16.5, 10PR HeavyDuty
Tires
Two Speed Travel System
Spring Applied Hydraulically
Released (SAHR) Brakes
Gear Drive Pumps & Variable
Loader
and High Flow Pumps (if
equipped)
Mechanical Hand & Foot
Controls
Electronic Dial Throttle
Automatic Glow Plugs
Key Switch Stop/Start System
SelfBleed Fuel System
2 Front and 2 Rear Working
Lights
2 Front Corner Lights & 2 Rear
Red Tail Lights
Hour Meter, Engine
Temperature and Fuel
Gauges and Warning Lights
Horn and Backup Alarm
Lockable Fuel Cap Door
Bolt On Grab Handles to enter
machine
ISOPILOT CONTROL BASIC
UNIT
SSV75PHFRC, AC Enclosed Cab,
High Flow Hydraulics,
SelfLeveling with KSR,
Hydraulic Quick Coupler
OPERATIONAL
DIMENSIONS
Operating Weight*, SSV75P*,
Open ROPS/FOPS Cab,
Mechanical Quick Coupler 8,157
lbs.
Rated Operating Capacity (ROC)
@ 50% of Tipping Load 2,690 lbs.
Tipping Load 5,380 lbs.
Auxiliary Hydraulics Flow 20.9 /
30.4 gpm
Travel Speed (Low / High) 7.1 /
11.8 mph
Reach @ Maximum Height 36.9”
Height to Hinge Pin 128.3”
Ground Clearance 8.1"
Traction Force 8,494 lbf.
* Includes operator's weight, 175
lbs.
ENGINE
V3307 Kubota CRTE4, Tier 4
Diesel Engine
4Cylinder, 4 Cycle, Turbo Charged
74.3 Gross HP @ 2600 rpm
3.3 L Displacement
196 lbfft Peak Torque
DIMENSIONS
Cab Height 81.3"
Width over wheels 71.8"
Width with 68" standard bucket
75.0"
Length without bucket 115.0"
Length with standard bucket
144.1"
SSV75PHFRC Base Price: $65,605.00
(1) RETRACTABLE SEAT BELT KIT
K9926RETRACTABLE SEAT BELT KIT
$93.00
Configured Price: $65,698.00
Sourcewell Discount: ($15,767.52)
SUBTOTAL: $49,930.48
Dealer Assembly: $27.50
Freight Cost: $718.75
PDI: $400.00
LP APHD74LT16 QUOTE # 4841 $1,980.24
LP QUOTE # 48411 APHD74LC16 $2,025.60
LP QUOTE # 48412 APBR560 $14,648.83
LP QUOTE # 4842 APCP3024 $30,081.75
LP QUOTE # 48421 APHB74 $8,429.82
LP QUOTE # 48422 APSC6072 $12,503.25
LP QUOTE # 4843 APGB307421 $5,540.67
SOLID TIRES $2,000.00
TAX RATE 10.25 % $13,149.41
Total Unit Price: $141,436.30
Quantity Ordered: 1
Final Sales Price: $141,436.30
Final pricing will be based upon pricing at the time of final delivery to Sourcewell members.
Purchase Order Must Reflect Final Sales Price.
To order, place your Purchase Order directly with the quoting dealer
*Some series of products are sold out for 2022. All equipment specifications are as complete as possible as of the date on the quote. Additional attachments, options, or accessories may be added (or deleted) at the discounted price. All specifications and prices are subject to change. Taxes are not included. The PDI fees and freight for attachments and accessories quoted may have additional charges added by the delivering dealer. These charges will be billed separately. Prices for product quoted are good for 60 days from the date shown on the quote. All equipment as quoted is subject to availability. © 2018 Kubota Tractor Corporation. All rights reserved.
SSV75PHFRC WEB QUOTE #2672507
Date: 5/19/2023 11:58:09 AM
Customer Information
Rangel, Andres
City Of Cudahy
[email protected]
3237735143
192.230.86.1
Attachment APage 952 of 1183
Attachment BPage 953 of 1183
Rev. 7/2022 1
CONTRACT EXTENSION
Contract Number: #040319-KBA
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Kubota Tractor Corporation, 1000 Kubota Dr., Grapevine, TX 76051 have entered into Contract #040319-KBA for the procurement of Medium Duty and Compact Construction Equipment with Related Attachments, Accessories and Supplies. The Contract has an expiration date of May 31, 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 May 31, 2024. All other terms and conditions of the Contract remain in full force and effect.
Sourcewell Kubota Tractor Corporation
By: __________________________ By: __________________________ Jeremy Schwartz Chris Peppers
Title: Chief Procurement Officer Title:
Date: ________________________ Date: ________________________
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1 Sourcewell℠ Formerly the National Joint Powers Alliance (NJPA)
REQUEST FOR PROPOSAL
for the procurement of
MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED
ATTACHMENTS, ACCESSORIES, AND SUPPLIES
RFP Opening
April 4, 2019
8:30 a.m. Central Time
At the offices of Sourcewell
202 12th Street Northeast, Staples, MN 56479
RFP #040319
Sourcewell, formerly the National Joint Powers Alliance® (NJPA), on behalf of Sourcewell and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #040319 MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES. Details of this RFP are available beginning February 14, 2019. Details may be obtained by letter of request to James Voelker, Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at [email protected].
Proposals will be received until April 3, 2019 at 4:30 p.m. Central Time at the above address and opened April 4, 2019 at 8:30 a.m. Central Time.
RFP Timeline
February 14, 2019 Publication of RFP in the print and online version of USA Today, in the print and online version of the Salt Lake News within the State of Utah, in the print and online version of the Daily Journal of Commerce within the State of Oregon (note: OR entities this pertains to: www.sourcewellmn.gov/compliance-legal/oregon-advertising and also RFP Appendix B), in the print and online version of The State within the State of South Carolina, the Sourcewell website, MERX, PublicPurchase.com, Biddingo, and Onvia.
March 20, 2019
10:00 a.m. CT
Pre-Proposal Conference (the webcast/conference call). The connection information will be sent to all inquirers two business days before the conference.
March 27, 2019 Deadline for RFP questions.
April 3, 2019
4:30 p.m. CT
Deadline for Submission of Proposals. Late responses will be returned unopened.
April 4, 2019
8:30 a.m. CT
Public Opening of Proposals.
Direct questions regarding this RFP to: James Voelker at [email protected] or 218-895-4191.
2 TABLE OF CONTENTS
1. DEFINITIONS
A. Contract
B. Proposer
C. Sourced Good of Open Market Item
D. Vendor
2. ADVERTISEMENT OF RFP
3. INTRODUCTION
A. About Sourcewell
B. Joint Exercise of Powers Laws
C. Why Respond to a National Cooperative
Procurement Contract
D. The Intent of This RFP
E. Scope of This RFP
F. Expectations for Equipment/Products
and Services Being Proposed
G. Solutions Based Solicitation
4. INSTRUCTIONS FOR PREPARING YOUR
PROPOSAL
A. Inquiry Period
B. Pre-Proposal Conference
C. Identification of Key Personnel
D. Proposer’s Exceptions to Terms and
Conditions
E. Proposal Format
F. Questions & Answers About This RFP
G. Modification or Withdrawal of a
Submitted Proposal
H. Proposal Opening Procedure
I. Sourcewell’s Rights Reserved
5. PRICING
A. Line-Item Pricing
B. Percentage Discount From Catalog or
Category
C. Cost Plus a Percentage of Cost
D. Hot List Pricing
E. Ceiling Price
F. Volume Price Discounts/
Additional Quantities
G. Total Cost of Acquisition
H. Sourced Equipment/Products/
Open Market Items
I. Price and Product Changes
J. Payment Terms
K. Sales Tax
L. Shipping
6. EVALUATION OF PROPOSALS
A. Proposal Evaluation Process
B. Proposer Responsiveness
C. Proposal Evaluation Criteria
D. Other Consideration
E. Cost Comparison
F. Marketing Plan
G. Certificate Of Insurance
H. Order Process and/or Funds Flow
I. Administrative Fees
J. Value Added
K. Waiver of Formalities
7. POST AWARD OPERATING ISSUES
A. Subsequent Agreements
B. Sourcewell Member Sign-up Procedure
C. Reporting of Sales Activity
D. Audits
E. Hub Partner
F. Trade-Ins
G. Out of Stock Notification
H. Termination of a Contract resulting from
this RFP
8. GENERAL TERMS AND CONDIITONS
A. Advertising a Contract Resulting From
This RFP
B. Applicable Law
C. Assignment of Contract
D. List of Proposers
E. Captions, Headings, and Illustrations
F. Data Practices
G. Entire Agreement
H. Force Majeure
I. Licenses
J. Material Suppliers and Sub-Contractors
K. Non-Wavier of Rights
L. Protests of Awards Made
M. Suspension or Disbarment Status
N. Affirmative Action and Immigration
Status Certification
O. Severability
P. Relationship of Parties
Q. Provisions for Non-Federal Entity
Procurements under Federal Awards or
Other Awards
9. FORMS
10. PRE-SUBMISSION CHECKLIST
11. PRICE & PRODUCT CHANGE REQUEST
FORM
12. APPENDIX A
13. APPENDIX B – HI, ID, OR, SC, UT, WA
Political Subdivisions (SEPARATE
ATTACHMENT)
14. APPENDIX C – VA Political Subdivisions
(SEPARATE ATTACHMENT)
15. APPENDIX D – FEMA Terms & Conditions
(SEPARATE ATTACHMENT)
3 1 DEFINITIONS
A. CONTRACT
Contract means this RFP, current pricing information, fully executed Forms C, D, F, & P from the Proposer’s response pursuant to this RFP, and a fully executed Form E (“Acceptance and Award”) with final terms and conditions. Form E will be executed after a formal award and will provide final clarification of terms and conditions of the award.
B. PROPOSER
A Proposer is a company, person, or entity delivering a timely response to this RFP. This RFP may also use the terms “respondent” or “proposed Vendor,” which is interchangeable with Proposer as the context allows.
C. SOURCED GOOD or OPEN MARKET ITEM
A Sourced Good or Open Market Item is a product within the RFP’s scope 1) that is not currently available under the Vendor’s Sourcewell contract, 2) that a member wants to buy under contract from an awarded Vendor, and 3) that is generally deemed incidental to the total transaction or purchase of contract items.
D. VENDOR
A Proposer whose response has been awarded a contract pursuant to this RFP.
4 2 ADVERTISEMENT OF RFP
2.1 Sourcewell advertises this solicitation: 1) in the hard copy print and online editions of the USA Today; 2) once each in Oregon’s Daily Journal of Commerce, South Carolina’s The State and Utah’s Salt Lake Tribune; 3) on Sourcewell’s website; and 4) on other third-party websites deemed appropriate by Sourcewell. Other third-party advertisers may include Onvia, PublicPurchase.com, MERX, and Biddingo.
2.2 Sourcewell also notifies and provides solicitation documentation to each state-level procurement departments for possible re-posting of the solicitation within their systems and at their option for future use and to meet specific state requirements.
3 INTRODUCTION
A. ABOUT SOURCEWELL
3.1 Sourcewell, formerly the National Joint Powers Alliance® (NJPA) is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership and participation includes states, cities, counties, all government agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations.
3.2 Under the authority of Minnesota state laws and enabling legislation, Sourcewell facilitates a competitive solicitation and contracting process on behalf of the needs of itself and the needs of current and potential member agencies nationally. This process results in national procurement contracts with various Vendors of products/equipment and services which Sourcewell Member agencies desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws.
A complete listing of Sourcewell cooperative procurement contracts can be found at www.sourcewellmn.gov.
3.3 Sourcewell is a public agency governed by publicly elected officials that serve as the Sourcewell Board of Directors. Sourcewell’s Board of Directors oversees and authorizes the calls for all new proposals and holds those resulting Contracts for the benefit of its own and its Members use.
3.4 Sourcewell currently serves over 50,000 member agencies nationally. Both membership and utilization of Sourcewell contracts continue to expand, due in part to the increasing acceptance of Cooperative Purchasing throughout the government and education communities nationally.
B. JOINT EXERCISE OF POWERS LAWS
3.5 Sourcewell cooperatively shares those contracts with its Members nationwide through various Joint Exercise of Powers Laws or Cooperative Purchasing Statutes established in Minnesota, other states and Canadian provinces. The Minnesota Joint Exercise of Powers Law is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” This Minnesota Statute allows Sourcewell to serve Member agencies located in all other states. Municipal agencies nationally can participate in cooperative purchasing activities under their own state law. These laws can be found on our website at www.sourcewell-mn.gov/compliance-legal.
3.5.1 For Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C may agree to be a Joint Purchaser under this RFP.
3.5.2 For Members within Canada, this RFP is intended to include municipalities and publiclyfunded academic institutions, schools boards, health authorities, and social services (MASH
5 sectors). In addition this RFP is intended to include current and potential Members of the Rural Municipalities of Alberta (RMA), and their represented Associations (SARM, SUMA and AMM).
C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT
3.6 National Cooperative Procurement Contracts create value for Municipal and Public Agencies, as well as for Vendors of products/equipment and services in a variety of ways:
3.6.1 National cooperative contracts potentially save time and effort for municipal and public agencies, who otherwise would have to solicit vendor responses to individual RFPs, resulting in individual contracts, to meet the procurement needs of their respective agencies. Considerable time and effort is also potentially saved by the Vendors who would have had to otherwise respond to each of those individual RFPs. A single, nationally advertised RFP, resulting in a single, national cooperative contract can potentially replace thousands of individual RFPs for the same equipment/products/services that might have been otherwise advertised by individual Sourcewell member agencies.
3.6.2 Sourcewell contracts offer our Members nationally leveraged volume purchasing discounts.
Our contract terms and conditions offer the opportunity for Vendors to recognize individual member procurement volume commitment through additional volume based contract discounts.
3.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that cooperative efficiencies will result in lower prices, better overall value, and considerable time savings.
3.8 The collective purchasing power of thousands of Sourcewell Member agencies nationwide offers the opportunity for volume pricing discounts. Although no sales or sales volume is guaranteed by a Sourcewell Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified.
3.9 Sourcewell and its Members desire the best value for their procurement dollar as well as a competitive price. Vendors have the opportunity to display and highlight value-added attributes of their company, equipment/products and services without constraints of a typical individual proposal process.
D. THE INTENT OF THIS RFP
3.10. National contract awarded by Sourcewell: Sourcewell seeks the most responsive and responsible Vendor relationship(s) to reflect the best interests of Sourcewell and its Member agencies. Through a competitive proposal and evaluation process, the Sourcewell Proposal Evaluation Committee recommends vendors for a national contract awarded by the action of the Sourcewell Chief Procurement Officer. Sourcewell’s primary intent is to establish and provide a national cooperative procurement contract that offer opportunities for Sourcewell and our current and potential Member agencies throughout the United States and Canada to procure quality product/equipment and services as desired and needed. The contracts will be marketed nationally through a cooperative effort between the awarded vendor(s) and Sourcewell. Contracts are expected to offer price levels reflective of the potential and collective volume of Sourcewell and the nationally established Sourcewell membership base.
3.11 Beyond our primary intent, Sourcewell further desires to:
3.11.1 Award a four-year contract with a fifth-year contract option resulting from this RFP. Any fifth-year extension is exercised at Sourcewell’s discretion and results from Sourcewell’s contracting needs or from Member requests; this extension is not intended merely to accommodate an awarded Vendor’s request. If Sourcewell grants a fifth-year extension, it may also terminate the contract (or cause it to expire) within the fifth year if the extended
6 contract is replaced by a resolicited or newly solicited contract. In exigent circumstances, Sourcewell may petition Sourcewell’s Board of Directors to extend the contract term beyond five years. This rarely used procedure should be employed only to avoid a gap in contract coverage while a replacement contract is being solicited;
3.11.2 Offer and apply any applicable technological advances throughout the term of a contract resulting from this RFP;
3.11.3 Deliver “Value Added” aspects of the company, equipment/products and services as defined in the “Proposer’s Response”;
3.11.4 Deliver a wide spectrum of solutions to meet the needs and requirements of Sourcewell and Sourcewell Member agencies; and
3.11.5 Award an exclusive contract to the most responsive and responsible vendor when it is deemed to be in the best interest of Sourcewell and the Sourcewell Member agencies.
3.12 Exclusive or Multiple Awards: Based on the scope of this RFP and on the responses received, Sourcewell may award either an exclusive contract or multiple contracts. In some circumstances, a single national supplier may best meet the needs of Sourcewell Members; in other situations, multiple vendors may be in the best interests of Sourcewell and the Sourcewell Members and preferred by Sourcewell to provide the widest array of solutions to meet the member agency’s needs. Sourcewell retains sole discretion to determine which approach is in the best interests of Sourcewell Member agencies.
3.13 Non-Manufacturer Awards: Sourcewell reserves the right to make an award under this RFP to a non-manufacturer or dealer/distributor if such action is in the best interests of Sourcewell and its Members.
3.14 Manufacturer as a Proposer: If the Proposer is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network. Unless stated otherwise, a manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the manufacturer and wholesale distributor Proposer and its dealer network may be proposed at the time of the submission if that fact is properly identified.
3.15 Dealer/Reseller as a Proposer: If the Proposer is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. When requested by Sourcewell, Proposers must document their authority to offer those products and/or services.
E. SCOPE OF THIS RFP
3.16 Scope: The scope of this RFP is to award a contract to a qualifying vendor defined as a manufacturer, provider, or dealer/distributor, established as a Proposer, and deemed responsive and responsible through our open and competitive proposal process. Vendors will be awarded contracts based on the proposal and responders demonstrated ability to meet the expectations of the RFP and demonstrate the overall highest valued solutions which meet and/or exceed the current and future needs and requirements of Sourcewell and its Member agencies nationally within the scope of MEDIUM DUTY AND COMPACT
CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES.
3.17 Additional Scope Definitions: In addition to MEDIUM DUTY AND COMPACT
CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES, this solicitation should be read to include, but not to be limited to:
7 3.17.1 Wheel, track or backhoe loaders, skid steers, excavators, on-highway telescoping excavators, telehandlers, site-preparation equipment, and rollers.
3.17.2 Sourcewell reserves the right to limit the scope of this solicitation for Sourcewell and current and potential Sourcewell member agencies.
3.17.2.1 This solicitation should NOT be construed to include any of the following:
a. Construction services
b. Equipment accessory, attachment and supply only solutions, or c. Vendors whose primary business is covered under categories included in the following Sourcewell RFPs:
i. Heavy Construction Equipment With Related Accessories, Attachments, and Supplies (See Sourcewell RFP #032119)
ii. Trailers with Related Equipment, Accessories, and Services (See Sourcewell RFP #121918)
iii. Snow and Ice Handling Equipment, Supplies, and Accessories (See Sourcewell RFP #080818)
iv. Public Utility Equipment with Related Accessories and Supplies (See Sourcewell #012418)
v. Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment with Related Accessories and Supplies (See Sourcewell RFP #122017)
vi. Grounds Maintenance Equipment, Attachments, Accessories, and Related Services (See Sourcewell RFP #062117)
vii. Roadway Maintenance Equipment with Related Accessories, Attachments, Materials, and Supplies (See Sourcewell RFP #052417) viii. Forklifts, Lift Trucks, and Related Material Handling Equipment, Attachments, Accessories, and Services (See Sourcewell RFP #101816)
ix. Portable Construction and Maintenance Equipment and Trailers with Related Accessories, Attachments, and Supplies (See Sourcewell RFP #052015)
x. Agricultural Tractors with Related Equipment and Accessories (See Sourcewell RFP #021815)
xi. Mobile Refuse Collection Vehicles with Related Equipment, Accessories, and Services (See Sourcewell RFP #112014)
3.18 Overlap of Scope: When considering equipment/products/services, or groups of equipment/ products/services submitted as a part of your response, and whether inclusion of such will fall within a “Scope of Proposal,” please consider the validity of an inverse statement.
3.18.1 For example, pencils and post-it-notes can generally be classified as office supplies and office supplies generally include pencils and post-it-notes.
3.18.2 In contrast, computers (PCs and peripherals) can generally be considered office supplies; however, the scope of office supplies does not generally include computer servers and infrastructure.
3.18.3 In conclusion: With this in mind, individual products and services must be examined individually by Sourcewell, from time to time and in its sole discretion, to determine their compliance and fall within the original “Scope” as intended by Sourcewell.
3.19 Best and Most Responsive – Responsible Proposer: It is the intent of Sourcewell to award a Contract to the best and most responsible and responsive Proposer(s) offering the best overall quality and selection
8 of equipment/products and services meeting the commonly requested specifications of Sourcewell and Sourcewell Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. Qualifying Proposers who are able to anticipate the current and future needs and requirements of Sourcewell and Sourcewell member agencies; demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and possess the willingness and ability to distribute, market to and service Sourcewell Members in all 50 states are preferred. Sourcewell requests proposers submit their entire line of products and services as it applies and relates to the scope of this RFP.
3.20 Sealed Proposals: Sourcewell will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law.
Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to Sourcewell and its current or qualifying future Sourcewell Member agencies.
3.21 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of Sourcewell and its Members. Sourcewell and/or its members reserve the right to obtain like equipment/products and services solely from this contract or from another contract source of their choice or from a contract resulting from their own procurement process.
3.22 Awarded Vendor’s interest in a contract resulting from this RFP: Awarded Vendors will be able to offer to Sourcewell, and current and potential Sourcewell Members, only those products/equipment and services specifically awarded on their Sourcewell Awarded Contract(s). Awarded Vendors may not offer as “contract compliant,” products/equipment and services which are not specifically identified and priced in their Sourcewell Awarded Contract.
3.23 Sole Source of Responsibility- Sourcewell desires a “Sole Source of Responsibility” Vendor. This means that the Vendor will take sole responsibility for the performance of delivered equipment/products/ services. Sourcewell also desires sole responsibility with regard to:
3.23.1 Scope of Equipment/Products/Services: Sourcewell desires a provider for the broadest possible scope 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.
3.23.2 Vendor use of sub-contractors in sourcing or delivering equipment/product/services:
Sourcewell desires a single source of responsibility for equipment/products and services proposed.
Proposers are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the equipment/products/services being proposed. Vendor assumes all responsibility for the equipment/products/services and actions of any such Sub-Contractor. Suggested Solutions Options include:
3.23.3 Multiple solutions to the needs of Sourcewell and Sourcewell Members are possible.
Examples could include:
3.23.3.1 Equipment/Products Only Solution: Equipment/Products Only Solution may be appropriate for situations where Sourcewell or 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.
3.23.3.2 Turn-Key Solutions: A Turn-Key Solution is a combination of equipment/products and services that provides a single price for equipment/products, delivery, and installation to a properly operating status. Generally this is the most desirable solution because Sourcewell and Sourcewell Members may not possess, or desire to
9 engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors.
3.23.3.3 Good, Better, Best: Where appropriate and properly identified, Proposers may offer the choice “of good, better, best” multiple-grade solutions to meet Sourcewell Members’ needs.
3.23.3.4 Proven – Accepted – Leading-Edge Technology: Where appropriate and properly identified, Proposers may provide a spectrum of technology solutions to complement or enhance the proposed solutions to meet Sourcewell Members’ needs.
3.23.4 If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of Sourcewell and its Members within the scope of this RFP. Sourcewell prefers Proposers submit their complete product line of products and services described in the scope of this RFP. Sourcewell reserves the right to reject individual, or groupings of specific equipment/products and services proposals as a part of the award.
3.24 Geographic Area to be Proposed: This RFP invites proposals to provide MEDIUM DUTY AND
COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES to Sourcewell and Sourcewell Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to Sourcewell Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability and willingness to serve Canada, for instance, will be viewed as a value-added attribute.
3.25 Contract Term: At Sourcewell’s option, a Contract resulting from this RFP will become effective either on the date awarded by the Sourcewell Executive Director and Chief Procurement Officer or on the day following the expiration date of an existing Sourcewell procurement contract for the same or similar product/equipment and services.
3.25.1 Sourcewell is seeking a Contract base term of four years as allowed by Minnesota Contracting Law. Full term is expected. However, one additional one-year renewal/extension may be offered by Sourcewell to Vendor beyond the original four year term if Sourcewell deems such action to be in the best interests of Sourcewell and its Members. Sourcewell reserves the right to conduct periodic business reviews throughout the term of the contract.
3.26 Minimum Contract Value: Sourcewell anticipates considerable activity resulting from this RFP and subsequent award; however, no commitment of any kind is made concerning actual quantities to be acquired. Sourcewell does not guarantee usage. Usage will depend on the actual needs of the Sourcewell Members and the value of the awarded contract.
3.27 [This section is intentionally blank.]
3.28 Contract Availability: This Contract must be available to all current and potential Sourcewell Members who choose to utilize this Sourcewell Contract to include all governmental and public agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally.
3.28.1 With respect to Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C must be allowed to use this Contract as a Joint Purchaser.
3.28.2 For Members within Canada, this RFP is intended to include municipalities and publiclyfunded academic institutions, schools boards, health authorities, and social services (MASH sectors). In addition this RFP is intended to include current and potential Members of the Rural Municipalities of Alberta (RMA), and their represented Associations (SARM, SUMA and AMM).
10 3.29 Proposer’s Commitment Period: In order to allow Sourcewell the opportunity to evaluate each proposal thoroughly, Sourcewell requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals are opened.
F. EXPECTATIONS FOR EQUIPMENT/PRODUCTS AND SERVICES BEING PROPOSED
3.30 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/equipment, related services and accessories, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated standards, needs, expectations, and requirements of Sourcewell and its Members.
3.30.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the equipment/products and services they propose will render equivalent functionality, coverage, performance, and/or related services. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal.
3.30.2 Technical Descriptions/Specifications. Excessive technical descriptions and specifications that unduly enlarge the proposal response may cause Sourcewell to reduce the evaluation points awarded on Form G. Proposers must supply sufficient information to:
3.30.2.1 demonstrate the Proposer’s knowledge of industry standards and Member agency needs and expectations;
3.30.2.2 Identify the equipment/products and services being proposed as applicable to the needs and expectations of Sourcewell Member agencies; and
3.30.2.3 differentiate equipment/products and services from other industry manufacturers and providers.
3.31 New Current Model Equipment/Products: Proposals submitted shall be for new, current model equipment/products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein.
3.32 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes.
3.33 Delivered and operational: Products/equipment offered herein are to be proposed based upon being delivered and operational at the Sourcewell Member’s site. Exceptions to “delivered and operational” must be clearly disclosed in the “Total Cost of Acquisition” section of the proposal.
3.34 Warranty: The Proposer warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the Sourcewell member. Failure to submit a minimum warranty may result in non-award.
3.35 Additional Warrants: The Proposer warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and
11 workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended.
G. SOLUTIONS-BASED SOLICITATION
3.36 The Sourcewell solicitation and contract award process is not based on detailed specifications. Instead, this RFP is a “Solutions-Based Solicitation.” Sourcewell expects respondents to understand and anticipate the current and future needs of Sourcewell and its members—within the scope of this RFP—and to propose solutions that are commonly desired or required by law or industry standards. Proposal will be evaluated in part on your demonstrated ability to meet or exceed the needs and requirements of Sourcewell and our member agencies within the defined scope of this RFP.
3.37 While Sourcewell does not typically provide product and service specifications, the RFP may contain scope refinements and industry-specific questions. Where specific items are specified, those items should be considered the minimum required, which the proposal can exceed in order to meet Members’ needs.
Sourcewell may award all of the respondent’s proposal or may limit the award to a subset of the proposal. 3 INSTRUCTIONS FOR PREPARING YOUR PROPOSAL
A. INQUIRY PERIOD
4.1 The inquiry period begins on the date of first advertisement and continues until to the Deadline for Submission.” RFP packages will be distributed to potential Vendors during the inquiry period.
B. PRE-PROPOSAL CONFERENCE
4.2 A pre-proposal conference will be held at the date and time specified in the timeline on page one of this RFP. Conference information will be sent to all potential Proposers, and attendance is optional. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Only answers issued by written addendum by Sourcewell to questions asked before the deadline for questions are binding on the parties to an awarded contract.
C. IDENTIFICATION OF KEY PERSONNEL
4.3 Awarded Vendors will designate one senior staff member to represent the Vendor to Sourcewell. This contact person will correspond with members for technical assistance, questions, or concerns that may arise, including instructions regarding different contacts for different geographical areas or product lines.
4.4 These designated individuals should also act as the primary contact for marketing, sales, and any other area deemed essential by the Proposer and Sourcewell.
D. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS
4.5 Any exceptions, deviations, or contingencies regarding this RFP that a Proposer requests must be documented on Form C, Exceptions To Proposal, Terms, Conditions And Solutions Request.
4.6 Exceptions, deviations or contingencies requested in the Proposer’s response, while possibly necessary in the view of the Proposer, may result in lower scoring or disqualification of a proposal.
E. PROPOSAL FORMAT
4.7 All Proposers must examine the entire RFP package to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a proposal.
12 4.8 All proposals must be properly labeled and sent to “Sourcewell, 202 12th Street NE Staples, MN 56479.”
4.9 All proposals must be physically delivered to Sourcewell at the above address with all required hard copy documents and signature forms/pages inserted as loose pages at the front of the Vendor’s response.
The proposal must include these items.
4.9.1 Hard copy original of completed, signed, and dated Forms C, D, F; hard copy of the signed signature-page only from Forms A and P from this RFP;
4.9.2 Signed hard copies of all addenda issued for the RFP;
4.9.3 Hard copy of Certificate of Insurance verifying the coverage identified in this RFP; and
4.9.4 A complete copy of your response on a flash drive (or other approved electronic means). The electronic copy must contain completed Forms A, B, C, D, F, and P, your statement of products and pricing (including apparent discount), and all appropriate attachments. In order to ensure that your full response is evaluated, you must provide an electronic version of any material that you provide in a hard copy format.
As a public agency, Sourcewell’s proposals, responses, and awarded contracts are a matter of public record, except for such data that is classified as nonpublic. Accordingly, public data is available for review through a properly submitted public records request. To redact nonpublic information from your proposal (under Minnesota Statute §13.37), you must make your request within thirty (30) days of the contract award or non-award date.
4.10 All Proposal forms must be submitted in English and must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures.
4.11 Proposal submissions should be submitted using the electronic forms provided. Proposers that use alternative documents are responsible for ensuring that the content is substantially similar to the Sourcewell form and that the document is readable by Sourcewell.
4.12 The Proposer must ensure that the proposal is in the physical possession of Sourcewell before the submission deadline.
4.12.1 Proposals must be submitted in a sealed envelope or box properly addressed to Sourcewell and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening,” and the deadline for proposal submission. Sourcewell is not responsible for untimely proposals. Proposals received by the deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read.
4.13 Proposers are responsible for checking directly on the Sourcewell website for any addendums to this RFP. Addendums to this RFP can change the terms and conditions of the RFP, including the proposal submission deadline.
F. QUESTIONS AND ANSWERS ABOUT THIS RFP
4.14 Upon examination of this RFP document, Proposers should promptly notify Sourcewell of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections, and changes to this RFP will be considered by Sourcewell through a written addendum. Interpretations, corrections, or changes that are made in any other manner are not binding, and Proposers must not rely on them.
13 4.15 Submit all questions about this RFP, in writing, referencing MEDIUM DUTY AND COMPACT
CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES to James Voelker at Sourcewell, 202 12th Street NE, Staples, MN 56479 or to [email protected]. You may also call James Voelker at 218-895-4191. Sourcewell urges potential Proposers to communicate all concerns well in advance of the submission deadline to avoid misunderstandings. Questions received within seven (7) days before the submission deadline generally cannot be answered. Sourcewell may, however, field purely procedural questions, questions about Sourcewell-issued addenda, or questions involving a Proposer withdrawing its response before the RFP submission deadline.
4.16 If Sourcewell deems that its answer to a question has a material impact on other potential Proposers or on the RFP itself, Sourcewell will create an addendum to this RFP.
4.17 If Sourcewell deems that its answer to a question merely clarifies the existing terms and conditions and does not have a material impact on other potential Proposers or the RFP itself, no further documentation of that question is required.
4.18 Addenda are written instruments issued by Sourcewell that modify or interpret the RFP. All addenda issued by Sourcewell become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. Sourcewell accepts no liability in connection with the delivery of any addenda. Copies of addenda will also be made available on the Sourcewell website at www.sourcewell-mn.gov (under “Solicitations”) and from the Sourcewell offices. All Proposers must acknowledge their receipt of all addenda in their proposal response.
4.19 Any amendment to a submitted proposal must be in writing and must be delivered to Sourcewell by the RFP submission deadline.
4.20 through 4.21 [These sections are intentionally blank.] G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL
4.22 A submitted proposal must not be modified, withdrawn, or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. Before the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the Sourcewell Procurement Manager. Such notice must be submitted in writing and must include the signature of the Proposer. The notice must be delivered to Sourcewell before the deadline for submission of proposals and must be so worded as not to reveal the content of the original proposal. The original proposal will not be physically returned to the potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they fully conform with the proposal instructions.
H. PROPOSAL OPENING PROCEDURE
4.23 Sealed and properly identified responses for this RFP entitled MEDIUM DUTY AND COMPACT
CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES will be received by Chris Robinson, Procurement Manager, at Sourcewell Offices, 202 12th Street NE, Staples, MN 56479 until the deadline identified on page one of this RFP. All Proposal responses must be submitted in a sealed package. The outside of the package must plainly identify MEDIUM DUTY
AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES and the RFP number. To avoid premature opening, the Proposer must label the Proposal response properly. Sourcewell documents the receipt of proposals by immediately time- and date-stamping them. At the time of the public opening, the Sourcewell Director of Procurement or a representative from the Sourcewell Proposal Evaluation Committee will read the Proposer’s names aloud and will determine whether each submission has met Level-1 responsiveness.
I. SOURCEWELL’S RIGHTS RESERVED
14 4.24 Sourcewell may exercise the following rights with regard to the RFP.
4.24.1 Reject any and all proposals received in response to this RFP;
4.24.2 Disqualify any Proposer whose conduct or proposal fails to conform to the requirements of this RFP;
4.24.3 Duplicate without limitation all materials submitted for purposes of RFP evaluation, and duplicate all public information in response to data requests regarding the proposal;
4.24.4 Consider and accept for evaluation a late modification of a proposal if 1) the proposal itself was submitted on time, 2) the modifications were requested by Sourcewell, and 3) the modifications make the terms of the proposal more favorable to Sourcewell or its members;
4.24.5 Waive any non-material deviations from the requirements and procedures of this RFP;
4.24.6 Extend the Contract, in increments determined by Sourcewell, not to exceed a total Contract term of five years;
4.24.7 Cancel the Request for Proposal at any time and for any reason with no cost or penalty to Sourcewell;
4.24.8 Correct or amend the RFP at any time with no cost or penalty to Sourcewell. If Sourcewell corrects or amends any segment of the RFP after submission of proposals and before the announcement of the awarded Vendor, all proposers will be afforded a reasonable opportunity to revise their proposals in order to accommodate the RFP amendment and the new submission dates. Sourcewell will not be liable for any errors in the RFP or other responses related to the RFP; and
4.24.9 Extend proposal due dates.
5 PRICING
5.1 Sourcewell requests that potential Proposers respond to this RFP only if they are able to offer a wide array of products and services at lower prices and with better value than what they would ordinarily offer to a single government agency, a school district, or a regional cooperative.
5.2 This RFP requests pricing for an indefinite quantity of products or related services with potential national sales distribution and service. While most RFP categories represent significant sales opportunities, Sourcewell makes no guarantees about the quantity of products or services that members will purchase.
The estimated annual value of this contract is $50 Million.
Vendors are expected to anticipate additional volume through potential government, educational, and notfor-profit agencies that would find value in a national contract awarded by Sourcewell.
5.3 Regardless of the payment method selected by Sourcewell or an Sourcewell member, the total cost associated with any purchase option of the products and services must always be disclosed in the proposal and at the time of purchase.
5.4 All proposers must submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer optional pricing strategies such as “Hot List,” “Sourced Products,” and “Volume Discounts,” as well as financing options such as leasing. All pricing documents should include a clear effective date.
A. LINE-ITEM PRICING
15 5.5 Line-item pricing is a pricing format in which individual products or services are offered at specific Contract prices. Products or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing may offer the least amount of confusion, but Proposers with a large number of items may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense and may increase the clarity of the contract pricing format.
5.6 All line-item pricing items must be numbered, organized, sectioned (including SKUs, when applicable), and prepared to be easily understood by the Evaluation Committee and members.
5.7 Submit Line-Item Pricing items in an Excel spreadsheet format and include all appropriate identification information necessary to discern the line item from other line items in each Responder’s proposal.
5.8 Line-item pricing must be submitted to Sourcewell in a searchable spreadsheet format (e.g., Microsoft® Excel®) in order to facilitate quickly finding any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information that is typically found on an invoice or price quote for such product or services.
5.9 All products or services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs.
5.10 Proposers should provide both a published “List Price” as well as a “Proposed Contract Price” in their pricing matrix. Published List Price will be the standard “quantity of one” price currently available to government and educational customers, excluding cooperative and volume discounts.
B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY
5.11 This pricing model involves a specific percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services being proposed.
5.12 Individualized percentage discounts can be applied to any number of defined product groupings.
5.13 A percentage discount from MSRP may be applied to all elements identified in MSRP, including all manufacturer options applicable to the products or services.
5.14 When a Proposer elects to use “Percentage Discount from Catalog or Category,” Proposer 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.
C. COST PLUS A PERCENTAGE OF COST
5.15 “Cost plus a percentage of cost” as a primary pricing mechanism is not desirable. It is, however, acceptable for pricing sourced goods or services.
D. HOT LIST PRICING
5.16 Where applicable, a Vendor may opt to offer a specific selection of products or services, defined as “Hot List” pricing, at greater discounts than those listed in the standard Contract pricing. All product and service pricing, including the Hot List Pricing, must be submitted electronically in a format that is acceptable to Sourcewell. Hot List pricing must be submitted in a line-item format. Products and services may be added or removed from the Hot List at any time through an Sourcewell Price and Product Change Form.
16 5.17 Hot List program and pricing may also be used to discount and liquidate close-out and discontinued products and services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all Sourcewell Members.
E. CEILING PRICE
5.18 Proposal pricing is to be established as a ceiling price. At no time may the proposed products or services be offered under this Contract at prices above this ceiling price without a specific request and approval by Sourcewell. Contract prices may be reduced at any time, for example, to reflect volume discounts or to meet the needs of an Sourcewell Member.
5.19 [This section is intentionally blank.]
F. VOLUME PRICE DISCOUNTS / ADDITIONAL QUANTITIES
5.20 through 5.23 [These sections are intentionally blank.] G. TOTAL COST OF ACQUISITION
5.24 The Total Cost of Acquisition for the equipment/products and related services being proposed, including those payable by Sourcewell Members to either the Proposer or a third party, is the cost of the proposed equipment/products product/equipment and related services delivered and operational for its intended purpose in the end-user’s location. For example, if you are proposing equipment/products FOB Proposer’s dock, your proposal should reflect that the contract pricing does not provide for delivery beyond Proposer’s dock, nor any set-up activities or costs associated with those delivery or set-up activities. Any additional costs for delivery and set-up should be clearly disclosed. In contrast, a proposal could state that there are no additional costs of acquisition if the product is delivered to and operational at the end-user’s location.
H. SOURCED GOOD or OPEN MARKET ITEM
5.25 A Sourced Good or an Open Market Item is a product that a member wants to buy under contract that is not currently available under the Vendor’s Sourcewell contract. This method of procurement can be satisfied through a contract sourcing process. Sourcing options serve to provide a more complete contract solution to meet our members’ needs. Sourced items are generally deemed incidental to the total transaction or purchase of contract items.
5.26 Sourcewell or Sourcewell Members may request products, equipment, and related services that are within the related scope of this RFP, even if they are not included in an awarded Vendor’s line-item price list or catalog. These items are known as Sourced Goods or Open Market Items.
5.27 An awarded Vendor may source such items to the extent that the items are identified as “Sourced Products/Equipment” or “Open Market Items” on any quotation issued in reference to an Sourcewell awarded contract, and that this information is provided to either Sourcewell or an Sourcewell Member.
Sourcewell is not responsible for determining whether a Sourced Good is an incidental portion of the overall purchase or whether a Member is able to consider a Sourced Good a purchase under a Sourcewell contract.
5.28 “Cost plus a percentage” pricing is an acceptable option in pricing of Sourced Goods.
I. PRODUCT & PRICE CHANGES
5.29 Awarded Vendors may request product or service changes, additions, or deletions at any time throughout the contract term. All requests must be made in written format by completing the Sourcewell Price and Product Change Request Form (located at the end of this RFP and on the Sourcewell website),
17 signed by an authorized Vendor representative. All changes are subject to review and approval by Sourcewell. Submit your requests through email to your assigned Contract Manager and to [email protected].
5.30 Sourcewell will determine whether the request is both within the scope of the original RFP and in the best interests of Sourcewell and Sourcewell Members. Approved Price and Product Change Request Forms will be returned to the Vendor contact through email.
5.31 The Vendor must 1) complete this change request form and individually list or attach all items subject to change, 2) provide a sufficiently detailed explanation and documentation for the change, and 3) include a compete restatement of pricing document in appropriate format (preferably Excel). The pricing document must identify all products and services being offered and must conform to the following Sourcewell product and price change naming convention: (Vendor Name) (Sourcewell Contract #) (effective pricing date); for example, “COMPANY 012411-CPY effective 02-12-2016.”
5.32 The new pricing restatement must include all products and services offered, even for those items whose pricing remains unchanged, and must include a new effective date on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each vendor and creates a historical record of pricing.
5.33 ADDITIONS. New products and related services may be added to a Contract resulting from this RFP at any time during that Contract term to the extent that those products and related services are within the scope of this RFP. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality.
5.34 DELETIONS. New products and related services may be deleted from a contract if an item is no longer available.
5.35 PRICE CHANGES. A Vendor may request pricing changes by providing reasonable justification for the change. For example, a request for a 3% increase in a product line that relies heavily on petroleum products may be reasonable if the raw cost of required petroleum products has increased substantially.
Conversely, a request for a 3% increase in prices based only on a 3% increase in a cost-of-living index may be considered unreasonable. Although Sourcewell is sensitive to the possibility of fluctuations in raw material costs, prospective Vendors should make every reasonable attempt to account for normal cost changes by proposing pricing that will be effective throughout the duration of the four-year Contract.
5.35.1 Price decreases: Sourcewell expects Vendors to propose their very best prices and anticipates price reductions that are due to advancement in technology and marketplace efficiencies.
5.35.2 Price increases: A Vendor must include reasonable documentation for price-increase requests, along with both current and proposed pricing. Appropriate documentation should be attached to the Price and Product Change Request Form, including letters from suppliers announcing price increases. Price increases must not exceed the industry standard.
5.36 through 5.37 [These sections are intentionally blank.]
5.38 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP.
5.39 through 5.43 [These sections are intentionally blank.] K. SALES TAX
18 5.44 Sales and other taxes should not be included in the prices quoted. The Vendor will charge state and local sales and other applicable taxes on items for which a valid tax-exemption certification has not been provided. Each Sourcewell Member is responsible for providing verification of tax-exempt status to the Vendor. When ordering, Sourcewell Members must indicate that they are tax-exempt entities. Except as set forth herein, no party is responsible for taxes imposed on another party as a result of or arising from the transactions under a Contract resulting from this RFP.
L. SHIPPING
5.45 Shipping costs can constitute a significant portion of the overall cost of procurement. Consequently, significant weight will be given to the quality of a prospective Vendor’s shipping program. Shipping charges should reasonably reflect the actual cost of shipping. Sourcewell understands that Vendors may use other shipping cost methods for simplicity or for transparency. But to the extent that shipping costs are determined to disproportionately increase a Vendor’s profit, Sourcewell may reduce the points awarded in the “Pricing” criteria.
5.46 through 5.47 [These sections are intentionally blank.]
5.48 All shipping and restocking fees must be identified in the price program. Certain industries providing made-to-order products may not allow returns. Proposals will be evaluated not only on the actual costs of shipping, but on the relative flexibility extended to Sourcewell Members relating to restocking fees, shipping errors, customized shipping requirements, the process for rejecting damaged or delayed shipments, and similar subjects.
5.49 through 5.50 [These sections are intentionally blank.]
5.51 Delivered products must be properly packaged. Damaged products may be rejected. If the damage is not readily apparent at the time of delivery, the Vendor must permit the products to be returned within a reasonable time at no cost to Sourcewell or Sourcewell Members. Sourcewell and Sourcewell Members reserve the right to inspect the products at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the products at the time of delivery.
5.52 The Vendor must deliver Contract-conforming products in each shipment and may not substitute products without the express approval from Sourcewell or the Sourcewell Member.
5.53 Sourcewell reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products that are not under Contract and described in its paper or electronic price lists or sourced upon request of any Member under this Contract. In the event of the delivery of nonconforming products, the Sourcewell Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming products with conforming products that are acceptable to the Sourcewell member.
5.54 Throughout the term of the Contract, Proposer agrees to pay for return shipment on products that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of the damaged products.
6 EVALUATION OF PROPOSALS
A. PROPOSAL EVALUATION PROCESS
6.1 The Sourcewell proposal evaluation committee will evaluate proposals received based on a 1,000 point evaluation system. The committee establishes both the evaluation criteria and designates the relative weight of each criterion by assigning possible scores for each category on Form G of this RFP. The committee
19 may adjust the relative weight of the criteria for each RFP. (For example, if the “Warranty” criterion does not apply to a particular RFP, the points normally awarded under “Warranty” may be used to increase the number of potential points in another evaluation category or categories.) The “Pricing” criterion will contain at least a plurality of points for every RFP.
6.2 Sourcewell uses a scoring system that gives primary importance to “Pricing.” But pricing includes more than just the absolute lowest initial cost of purchasing, for example, a particular product. Other considerations include the total cost of the acquisition and whether the Proposer’s offering represents the best value. The evaluation committee may consider such factors as life-cycle costs, total cost of ownership, quality, and the suitability of an offering in meeting Sourcewell Members’ needs. Pricing points may be awarded based on pricing clarity and ease of use. Sourcewell may also award points based on whether a response contains exceptions, exclusions, or limitations of liabilities.
6.3 The Sourcewell Executive Director and Chief Procurement Officer will consider making awards to the selected Proposer(s) based on the recommendations of the proposal evaluation committee. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness,” found just below.
B. PROPOSER RESPONSIVENESS
6.4 All responses are evaluated for Level-One and Level-Two Responsiveness. If a response does not substantially conform to substantially all of the terms and conditions in the solicitation, or if it requires unreasonable exceptions, it may be considered nonresponsive.
6.5 All proposals must contain suitable responses to the questions in the proposal forms. The following requirements must be satisfied in order to meet Level-One Responsiveness, which is typically ascertained on the proposal opening date. If these standards are not met, your response may be disqualified as nonresponsive.
6.6 Level-One Responsiveness means that the response
6.6.1 is received before the deadline for submission or it will be returned unopened;
6.6.2 is properly addressed and identified as a sealed proposal with a specific RFP number and an opening date and time;
6.6.3 contains a pricing document (with apparent discounts) and all other forms fully completed, even if “not applicable” is the answer;
6.6.4 includes the original (hard copy) completed, dated, and signed RFP forms C, D, and F. In addition, the response must include the hard-copy signed signature page only from RFP Forms A and P and, if applicable, all signed addenda that have been issued in relation to this RFP;
6.6.5 contains an electronic (CD, flash drive, or other suitable) copy of the entire response; and
6.7 Level-Two Responsiveness (including whether the response is within the RFP’s scope) is determined while evaluating the remaining items listed under Proposal Evaluation Criteria below. These items are not arranged in order of importance. Each item draws from multiple questions, and a Proposer’s responses may affect scoring in multiple evaluation criteria. For example, the answers to Industry-Specific Questions may help determine scoring relative to a Proposer’s marketplace success, ability to sell and service nationwide, and financial strength. Any questions not answered without an explanation will likely result in a loss of points and may lead to a nonaward if the proposal evaluation committee cannot effectively review your response.
20 C. PROPOSAL EVALUATION CRITERIA
6.8 Forms A and P include a series of questions that address the following categories:
6.8.1 Company Information and Financial Strength
6.8.2 Industry Requirements and Marketplace Success
6.8.3 Ability to Sell and Deliver Service Nationwide
6.8.4 Marketing Plan
6.8.5 Other Cooperative Procurement Contracts
6.8.6 Value-Added Attributes
6.8.7 Payment Terms and Financing Options
6.8.8 Warranty
6.8.9 Equipment/Products/Services
6.8.10 Pricing and Delivery
6.8.11 Industry-Specific Questions
6.9 [This section is intentionally blank.]
D. OTHER CONSIDERATIONS
6.10 In evaluating RFP responses, Sourcewell has no obligation to consider information that is not provided in the Proposer’s response. Sourcewell may, however, consider additional information outside the Proposer’s response. This research may include such sources as the Proposer’s website, industry publications, listed references, and user interviews.
6.11 Sourcewell may organize RFP responses into separate classes or subcategories, depending on the range of responses. For example, Sourcewell might receive numerous submissions for “Widgets and Related Products and Services.” Sourcewell may organize these responses into subcategories, such as manufacturers of fully operational Widgets, manufacturers of component parts for Widgets, and providers of parts and service for Widgets. Sourcewell reserves the right to award Proposers in some or all of such subcategories without regard to the evaluation score given to Proposers in another subcategory. This specifically allows Sourcewell to award Vendors that might not have, for instance, the breadth of products of Proposers in another subcategory, but that nonetheless meet a substantial and articulated need of Sourcewell Members.
6.12 [This section is intentionally blank.]
6.13 Sourcewell reserves the right to request and test equipment/products and related services and to seek clarification from Proposers. Before the Contract award, the Proposer must furnish the requested information within three (3) days (or within another agreed-to time frame) or provide an explanation for the delay along with a requested time frame for providing the requested information. Proposers must make reasonable efforts to supply test products promptly. All Proposer products remain the property of the Proposer, and Sourcewell will return such products after the evaluation process. Sourcewell may make provisional contract awards, subject to a Proposer’s proper response to a request for information or products.
6.14 A Proposer’s past performance under previously awarded contracts to schools, governmental agencies, and not-for-profit entities is relevant in evaluating a Proposer’s current response. Past performance includes the Proposer’s record of conforming to published specifications and to standards of good workmanship, as well as the Proposer’s history for reasonable and cooperative behavior and for commitment to Member
21 satisfaction. Incumbency as an awarded Vendor does not, by itself, merit positive consideration for a future Contract award.
6.15 Sourcewell reserves the right to reject any or all proposals.
E. COST COMPARISON
6.16 Sourcewell may use a variety of evaluation methods, including cost comparisons of specific products.
Sourcewell reserves the right to use this process when the proposal evaluation committee determines that this will help to make a final determination.
6.17 This direct cost comparison process will award points for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) equipment/products and related services may be selected by the proposal evaluation committee, and the unit cost will be used as a basis for determining the point value. Sourcewell will select the “Market Basket” from all appropriate product categories as determined by Sourcewell.
F. MARKETING PLAN
6.18 A Proposer’s marketing plan is a critical component of the RFP response. An awarded Vendor’s sales force will likely be the primary source of communication with Sourcewell Members and will directly affect the contract’s success. Marketing success depends on communicating the contract’s value, knowing the contract thoroughly, and communicating the proper use of contracted products and services to the end user. Much of the success and sales reward is a direct result of the commitment to the contract by the awarded Vendor’s sales teams. Sourcewell reserves the right to deem a Proposer Level-Two nonresponsive or not to award a contract based on an unacceptable or incomplete marketing plan.
6.19 Sourcewell marketing expectations include the following components.
6.19.1 An awarded Vendor must demonstrate the ability to deploy a national sales force or dealer network. The best RFP responses demonstrate the ability to sell, deliver, and service products through acceptable distribution channels to Sourcewell members in all 50 states. Proposers’ responses should fully demonstrate their sales and service capabilities, should outline their national sales force network (both numerically geographically), and should describe their method of distribution of the offered products and related services. Service may be independent of the product sales pricing, but Sourcewell encourages related services to be a part of Proposers’ response.
Despite its preference for awarding contracts to Vendors that demonstrate nationwide sales and service, Sourcewell reserves the right to award contracts that meet specific Member needs locally or regionally.
6.19.2 Proposers are invited to demonstrate their ability to successfully market, promote, and communicate the benefits of an Sourcewell contract to current and potential Members nationwide.
Sourcewell desires a marketing plan that communicates the value of the contract to as many Members as possible.
6.19.3 Proposers are expected to be receptive to Sourcewell trainings. Awarded Vendors must provide an appropriate training venue for both management and the sales force. Sourcewell commits to providing training on all aspects of communicating the value of the awarded contract, including the authority of Sourcewell to offer the contract to its Members, the value and utility the contract delivers to Sourcewell Members, the scope of Sourcewell Membership, the authority of Members to use Sourcewell procurement contracts, the preferred marketing and sales methods, and the successful use of specific business sector strategies.
6.19.4 Awarded Vendors are expected to demonstrate a commitment to fully embrace the Sourcewell contract. Proposers should identify both the appropriate levels of sales management
22 and sales force that will need to understand the value of the Sourcewell contract, as well as the internal procedures needed to deliver the appropriate messaging to Sourcewell Members.
Sourcewell will provide a general schedule and a variety of methods describing when and how those individuals should be trained.
6.19.5 Proposers should outline their proposed involvement in promoting a Sourcewell contract through applicable industry trade show exhibits and related customer meetings. Proposers are encouraged to consider participation with Sourcewell at Sourcewell-endorsed national trade shows.
6.19.6 Proposers must exhibit the willingness and ability to actively market and develop contractspecific marketing materials including the following items.
6.19.6.1 Complete Marketing Plan. Proposers must submit a marketing plan outlining how they will launch the Sourcewell contract to current and potential Sourcewell Members.
Sourcewell requires awarded Vendors to embrace and actively promote the contract in cooperation with Sourcewell.
6.19.6.2 Printed Marketing Materials. Awarded Vendors will produce and maintain full color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the Sourcewell directory and other approved marketing publications.
6.19.6.3 Contract announcements and advertisements. Proposers should outline in the marketing plan their anticipated contract announcements, advertisements in industry periodicals, and other direct or indirect marketing activities promoting the awarded Sourcewell contract.
6.19.6.4 Proposer’s Website. Proposers should identify how an awarded Contract will be displayed and linked on the Proposer’s website. An online shopping experience for Sourcewell Members is desired whenever possible.
6.19.7 A Sourcewell Vendor contract launch will be scheduled during a reasonable time frame after the award and held at the Sourcewell office in Staples, MN unless the Vendor and Sourcewell agree to a different location.
6.20 Proposer shall identify their commitment to develop a sales/communication process to facilitate Sourcewell membership and establish status of current and potential agencies/members. Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by Sourcewell.
G. CERTIFICATE OF INSURANCE
6.21 Proposers must provide evidence of liability insurance coverage identified below in the form of a Certificate of Insurance (COI) or an ACORD binder form with their proposal. Upon an award issued under this RFP and before the execution of any commerce relating to such award, the awarded Vendor must provide verification, in the form of a Certificate of Insurance, identifying the coverage required below and identifying Sourcewell as a “Certificate Holder.” The Vendor must maintain such insurance coverage at its own expense throughout the term of any contract resulting from this solicitation.
6.22 Any exceptions or assumptions to the insurance requirements must be identified on Form C of this RFP. Exceptions and assumptions will be considered as part of the evaluation process. Any exceptions or assumptions that Proposers submit must be specific. If a Proposer does not include specific exceptions or assumptions when submitting the proposal, Sourcewell will typically not consider any additional exceptions or assumptions during the evaluation process. Upon contract award, the awarded Vendor must provide the Certificate of Insurance identifying the coverage as specified.
23 6.23 Insurance Liability Limits. The awarded Vendor must maintain, for the duration of its contract, $1.5 million in general liability insurance coverage or general liability insurance in conjunction with an umbrella for a total combined coverage of $1.5 million. Work on the Contract will not begin until after the awarded Vendor has submitted acceptable evidence of the required insurance coverage. Failure to maintain any required insurance coverage or an acceptable alternative method of insurance will be deemed a breach of contract.
6.23.1 Minimum Scope and Limits of Insurance. A n a w a r d e d Vendor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.
6.23.1.1 Commercial General Liability—Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual liability and XCU coverage.
6.23.1.2 Each Occurrence $1,500,000
6.24 Insurance Requirements: The limits listed in this RFP are minimum requirements for this Contract and in no way limit any indemnity covenants contained in this Contract. Sourcewell does not warrant that the minimum limits contained herein are sufficient to protect the Vendor from liabilities that might arise out of the performance of the work under this Contract by the Vendor, its agents, representatives, employees, or subcontractors, and t h e Vendor is free to purchase additional insurance as may be determined necessary.
6.25 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Minnesota and with an “A.M. Best” rating of not less than A- VII. Sourcewell does not warrant that the above required minimum insurer rating is sufficient to protect the Vendor from potential insurer solvency.
6.26 Subcontractors: Vendors’ certificate(s) must include all subcontractors as additional insureds under its policies, or the Vendor must furnish to Sourcewell separate certificates for each subcontractor. All coverage for subcontractors are be subject to the minimum requirements identified above.
H. ORDER PROCESS AND/OR FUNDS FLOW
6.27 Sourcewell Members typically issue a purchase order directly to a Vendor under a Contract resulting from this RFP. Alternatively, a separate contract may be created to facilitate acquiring products or services offered in response to this RFP. Nothing in this Contract restricts the Member and Vendor from agreeing to add terms or conditions to a purchase order or a separate contract provided that such terms or conditions must not be less favorable to Sourcewell’s Members.
6.28 [This section is intentionally blank.]
I. ADMINISTRATIVE FEES
6.29 Vendors will pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating this Contract with its current and potential Members. Sourcewell may grant a conditional contract award to a Proposer if the proposed administrative fee is unclear, inadequate, or unduly burdensome for Sourcewell to administer. Sales under this Contract should not be processed until the parties resolve the administrative fee issue.
24 6.29.1 The administrative fee is typically calculated as a percentage of the dollar volume of all products and services by Sourcewell Members under this Contract, including anything represented to Sourcewell Members as falling under this Contract.
6.29.2 The administrative fee is included in, and not added to, the pricing included in Proposer’s response to the RFP. Awarded Vendors must not charge Sourcewell Members more that permitted in the then current price list in order to offset the administrative fee.
6.29.3 The administrative fee is designed to cover the costs of Sourcewell’s involvement in contract management, facilitating marketing efforts, Vendor training, and any order processing tasks relating to the Contract. Administrative fees may also be used for other purposes as allowed by Minnesota law.
6.29.4 The typical administrative fee under this Contract is two percent (2%). While Sourcewell does not dictate the particular fee percentage, we require that the Proposer articulate a specific fee in its response. For example, merely stating that “we agree to pay an administrative fee” is considered nonresponsive. Sourcewell acknowledges that the administrative fee percentage may differ between vendors, industries, and responses.
6.29.5 Sourcewell awarded Vendors are responsible for paying the administrative fee at least quarterly and for generating all related reporting. Vendors agree to cooperate with Sourcewell in auditing these reports to ensure that the administrative fee is paid on all items purchased under the Contract.
6.29.6 [This section is intentionally blank.]
6.30 through 6.32 [This section is intentionally blank.] J. VALUE–ADDED ATTRIBUTES
6.33 Desirability of Value-Added Attributes: Value-added attributes in an RFP response will be given positive consideration in Sourcewell’s evaluation process. Such attributes may increase the benefit of a product or service by improving functionality, performance, maintenance, manufacturing, delivery, energy efficiency, ordering, or other items while remaining within the scope of this RFP.
6.34 Women and Minority Business Enterprise (WMBE), Small Business, and Other Favored Businesses: Some Sourcewell Members give formal preference to certain types of vendors or contractors.
Proposers should document WMBE (or other) status for both their organization and for any affiliates (e.g., supplier networks) involved in fulfilling the terms of this RFP. The ability of a Proposer to provide preferred business entity “credits” to Sourcewell and Sourcewell Members under a Contract will be evaluated positively by Sourcewell and reflected in the “value added” area of the evaluation.
6.35 Environmentally Preferred Purchasing Opportunities: Many Sourcewell Members consider the environmental impact of the products and services they purchase. “Green” characteristics demonstrated by Proposers will be evaluated positively by Sourcewell and reflected in the “value added” area of the evaluation. Please identify any green characteristics of any offering in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as green and by which certifying agency.
6.36 Online Requisitioning Systems: When applicable, online requisitioning systems will be viewed as a value-added characteristic. Proposers should demonstrate how their system makes online ordering easier for Sourcewell Members, including how Members could integrate their current e-Procurement or enterprise resource planning (ERP) systems into the Proposer’s ordering process.
25 6.37 Financing: The ability of the Proposer to provide financing solutions to Members for the products and services being proposed will be viewed as a value-added attribute.
6.38 Technology: Technological advances that appreciably improve the proposed products or services will be considered value-added attributes.
K. WAIVER OF FORMALITIES
6.39 Sourcewell reserves the right to waive minor formalities (or to accept minor irregularities) in any proposal, when it determines that considering the proposal may be in the best interest of its Members.
7 POST-AWARD OPERATING ISSUES
A. SUBSEQUENT AGREEMENTS
7.1 Purchase Order. Purchase orders for products and services may be executed between Sourcewell Members and the awarded Vendor (or Vendor’s sub-contractors) under this Contract. Sourcewell Members and Vendors must indicate on the face of such purchase orders that “This purchase order is issued under Sourcewell contract #XXXXXX” (insert the relevant contract number). Purchase order flow and procedure will be developed jointly between Sourcewell and an awarded Vendor after an award is made.
7.2 Governing Law. Purchase orders must be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the Member. (See also Section 8.5 of this RFP.) All provisions required by law to be included in the purchase order should be read and enforced as if they were included.
If through mistake or otherwise any such provision is not included, then upon application of either party the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to purchase order will be a court of competent jurisdiction with respect to the Member.
7.3 Additional Terms and Conditions. Additional terms and conditions to a purchase order may be proposed by Sourcewell, Sourcewell Members, or Vendors. Acceptance of these additional terms and conditions is optional to all parties to the purchase order. One purpose of these additional terms and conditions is to address job- or industry-specific requirements of law such as prevailing wage legislation.
Additional terms and conditions may also include specific local policy requirements and standard business practices of the issuing Member or the Vendor. Such additional terms and conditions are not considered valid to the extent that they interfere with the general purpose, intent, or currently established terms and conditions contain in this RFP document. For example, a Vendor and Member may agree to add a “net 30” payment requirement to the purchase order instead of applying a “net 10” requirement. But the added terms and conditions must not be less favorable to the Member unless Sourcewell, the Member, and the Vendor agree to a Contract amendment or similar modification.
7.4 Specialized Service Requirements. In the event that the Sourcewell Member desires service requirements or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in the Contract resulting from this RFP, the Sourcewell Member and the Vendor may enter into a separate, standalone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by the Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the Sourcewell Member and Vendor. Sourcewell, its agents, and employees shall not be made a party to any claim for breach of such agreement. Product sourcing is not considered a service. Sourcewell Members will need to conduct procurements for any specialized services not identified as a part of or within the scope of the awarded Contract.
7.5 Performance Bond. At the request of the Member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the
26 requirements of purchase orders for products and services. If a purchase order is cancelled for lack of a required performance bond by the member agency, Sourcewell recommends that the current pending purchase order be canceled. Each Member has the final decision on purchase order continuation. Any performance bonding required by the Member, the Member’s state laws, or by local policy is to be mutually agreed upon and secured between the Vendor and the Member.
7.6 Asset Management Contracts: Asset Management-type Contracts can be initiated under a Contract resulting from this RFP at any time during the term of this Contract. Such a contract could involve, for example, picking up, storing, repairing, inventorying, salvaging, and delivery products falling within the scope of this Contract. The intention in using Asset Management Contracts is to promote the long-term efficiency of Sourcewell’s contracts by (among other things) extending the use and re-use of products.
Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a Contract resulting from this RFP. The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract.
B. SOURCEWELL MEMBER SIGN-UP PROCEDURE
7.7 Awarded Vendors are responsible for familiarizing their sales and service forces with the various forms of Sourcewell membership documentation and will encourage and assist potential Members in establishing membership with Sourcewell. Sourcewell membership is available at no cost, obligation, or liability to the Member or the Vendor.
C. REPORTING OF SALES ACTIVITY
7.8 Awarded Vendors must report at least quarterly the total gross dollar volume of all products and services purchased by Sourcewell Members as it applies to this RFP and Contract. This report must include the name and address of the purchasing agency, Member number, amount of purchase, and a description of the items purchased.
7.8.1 Zero sales reports: Awarded Vendors must provide a quarterly Contract sales report regardless of the amount of sales.
D. AUDITS
7.9 Sourcewell relies substantially on the reasonable auditing efforts of both Members and awarded Vendors to ensure that Members are obtaining the products, services, pricing, and other benefits under all Sourcewell contracts. Nonetheless, the Vendor must retain and make available to Sourcewell all order and invoicing documentation related to purchases that Members make from the Vendor under the awarded Contract. Sourcewell must not request such information more than once per calendar year, and Sourcewell must make such requests in writing with at least fourteen (14) days’ notice. Sourcewell may employ an independent auditor at its own expense or conduct an audit on its own. In either event, the Vendor agrees to cooperate fully with Sourcewell or its agents in order to ensure compliance with this Contract.
E. HUB PARTNER
7.10 Hub Partner: Sourcewell Members may request special services through a “Hub Partner” for the purpose of complying with a law, regulation, or rule that an Sourcewell Member deems to apply in its jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, through qualifying for disadvantaged business entity credits, or through other means.
7.11 Hub Partner Fees: Sourcewell Members are responsible for any transaction fees, costs, or expenses that arise under this Contract for special service provided by the Hub Partner. The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction documentation. To the extent that the Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation must clearly indicate that the transaction is “Executed for the Benefit of [Sourcewell Member name].”
27 F. TRADE-INS
7.12 The value in US Dollars for Trade-ins will be negotiated between Sourcewell or an Sourcewell Member, and an Awarded Vendor. That identified “Trade-In” value shall be viewed as a down payment and credited in full against the Sourcewell purchase price identified in a purchase order issued pursuant to any Awarded Sourcewell procurement contract. The full value of the trade-in will be consideration.
G. OUT OF STOCK NOTIFICATION
7.13 The Vendor must immediately notify Sourcewell Members when they order an out-of-stock item. The Vendor must also tell the Member when the item will be available and whether there are equivalent substitutes. The Member must have the option of accepting the suggested substitute or canceling the item from the order. Under no circumstance may the Vendor make unauthorized substitutions. Unfilled or substituted items must be indicated on the packing list.
H. CONTRACT TERMINATION FOR CAUSE AND WITHOUT CAUSE
7.14 Sourcewell reserves the right to cancel all or any part of this Contract if the Vendor fails to fulfill any material obligation, term, or condition as described in the following procedure. Before any such termination for cause, Sourcewell will provide written notice to the Vendor, an opportunity to respond, and a reasonable opportunity to cure the breach. The following are some examples of material breaches.
7.14.1 The Vendor provides products or services that do not meet reasonable quality standards and that are not remedied under the warranty;
7.14.2 The Vendor fails to ship the products or to provide the services within a reasonable amount of time;
7.14.3 Sourcewell reasonably believes that the Vendor will not or cannot perform to the requirements or expectations of the Contract, Sourcewell issues a request for assurance, and the Vendor fails to respond;
7.14.4 The Vendor fails to fulfill any of the material terms and conditions of the Contract;
7.14.5 The Vendor fails to follow the established procedure for purchase orders, invoices, or receipt of funds as established by Sourcewell and the Vendor;
7.14.6 The Vendor fails to properly report quarterly sales;
7.14.7 The Vendor fails to actively market this Contract within the guidelines provided in this RFP and defined in the Sourcewell contract launch.
7.15 Upon receipt of the written notice of breach, the Vendor will have ten (10) business days to provide a satisfactory response to Sourcewell. If the Vendor fails to reasonably address all issues in the written notice, Sourcewell may terminate the Contract immediately. If Sourcewell allows the Vendor more time to remedy the breach, such forbearance does not limit Sourcewell’s authority to immediately terminate the Contract for continued breaches for which notice was given to the Vendor. Termination of the Contract for cause does not relieve either party of the financial, product, or service obligations incurred before the termination.
7.16 Sourcewell may terminate the Contract if the Vendor files for bankruptcy protection or is acquired by an independent third party. The Vendor must disclose to Sourcewell any litigation, bankruptcy, or suspensions/disbarments that occur during the Contract period. Failure to disclose such information authorizes Sourcewell to immediately terminate the Contract.
28 7.17 Sourcewell may terminate the Contract without cause by giving the Vendor sixty (60) days’ written notice of termination. Termination of the Contract without cause does not relieve either party of the financial, product, or service obligations incurred before the termination.
7.18 Sourcewell may immediately terminate any Contract without further obligation if any Sourcewell employee significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of Sourcewell has colluded with any Proposer for personal gain. Sourcewell may also immediately cancel a Contract if it finds that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor, to any employee of Sourcewell. Such terminations are effective upon written notice from Sourcewell or at a later date designated in the notice.
Termination of the Contract does not relieve either party of the financial, product, or service obligations incurred before the termination.
8 GENERAL TERMS AND CONDITIONS
8. ADVERTISING A CONTRACT RESULTING FROM THIS RFP
8.1 Proposer/Vendor must not advertise or publish information concerning this Contract before the award is announced by Sourcewell. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential Sourcewell Members.
B. APPLICABLE LAW
8.2 [This section is intentionally blank.]
8.3 Sourcewell Compliance with Minnesota Procurement Law: Sourcewell has designed its procurement process to comply with best practices in the State of Minnesota. Sourcewell’s solicitation methods are also created to comply with many of the various requirements that our Members must satisfy in their own procurement processes. But these requirements may differ considerably and may change from time to time. So each Sourcewell Member must make its own determination whether Sourcewell’s solicitation process satisfies the procurement rules in the Member’s jurisdiction.
8.4 Governing law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws will govern Sourcewell contracts resulting from this solicitation.
8.5 Jurisdiction: Any claims that arise against Sourcewell pertaining to this RFP, and any resulting contract that develops between Sourcewell and any other party, must be brought only in courts in Todd County in the State of Minnesota unless otherwise agreed to.
8.5.1 Purchase orders or other agreements created pursuant to a contract resulting from this solicitation must be construed in accordance with, and governed by, the laws of the issuing Member. Any claim arising from such a purchase order or agreement must be filed and venued in a court of competent jurisdiction of the Member unless otherwise agreed to.
8.6 through 8.7 [This section is intentionally blank.]
8.8 Indemnification: Each party is responsible for its own acts and is not responsible for the acts of the other party and the results thereof. Sourcewell’s liability is governed by the Minnesota Tort Claims Act (Minn. Stat. §3.736) and other applicable law.
8.9 Prevailing wage: The Vendor must comply with applicable prevailing wage legislation in effect in the jurisdiction of the Sourcewell Member. The Vendor must monitor the prevailing wage rates as established
29 by the appropriate federal governmental entity during the term of this Contract and adjust wage rates accordingly.
8.10 Patent and copyright infringement: The Vendor agrees to indemnify and hold harmless Sourcewell and Sourcewell Members against any and all suits, claims, judgments, and costs instituted or recovered against the Vendor, Sourcewell, or Sourcewell Members by any person on account of the use or sale of any articles by Sourcewell or Sourcewell Members if the Vendor supplied such articles in violation of applicable patent or copyright laws.
C. ASSIGNMENT OF CONTRACT
8.11 No right or interest in this Contract may be assigned or transferred by the Vendor without prior written permission by Sourcewell. No delegation of any duty of the Vendor under this Contract may be made without prior written permission of Sourcewell. Sourcewell will notify Members by posting approved assignments on the Sourcewell website (www.sourcewell-mn.gov).
8.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. Sourcewell reserves the right to reject the acquiring entity as a Vendor. A change of name agreement will not change the contractual obligations of the Vendor.
D. LIST OF PROPOSERS
8.13 Sourcewell will not maintain a list of interested proposers, nor will it automatically send RFPs to them.
All interested proposers must request the RFP as a result of Sourcewell’s national solicitation advertisements. Because of the wide scope of the potential Members and qualified national suppliers, Sourcewell has determined this to be the best method of fairly soliciting proposals.
E. CAPTIONS, HEADINGS, AND ILLUSTRATIONS
8.14 The captions, illustrations, headings, and subheadings in this RFP are for convenience and ease of understanding and in no way define or limit the scope or intent of this request.
F. DATA PRACTICES
8.15 All materials submitted in response to this RFP become Sourcewell’s property and become public records (under Minn. Stat. §13.591) after the evaluation process is completed. If the Proposer submits information in response to this RFP that it requests to be classified as nonpublic information (as defined by the Minnesota Government Data Practices Act, Minn. Stat. §13.37), the Proposer must meet the following requirements.
8.15.1 The Proposer must make the request within thirty (30) days of the award/nonaward notification, and include the appropriate statutory justification. Pricing, marketing plans, and financial information is generally not redactable. The Sourcewell Legal Department will review the request to determine whether the information can be withheld or redacted. If Sourcewell determines that it must disclose the information upon a proper request for such information, Sourcewell will inform the Proposer of such determination.
8.15.2 The Proposer must defend any action seeking release of the materials that it believes to be nonpublic information, and it must 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 the term of any contract awarded under this RFP. In submitting a response to this RFP, the Proposer agrees that this indemnification survives as long as Sourcewell possesses the confidential information.
30 8.16 [This section is intentionally blank.]
G. ENTIRE AGREEMENT
8.17 This Contract, as defined herein, constitutes the entire agreement between the parties to this Contract.
A Contract resulting from this RFP is formed when the vendor, Sourcewell Executive Director and Chief Procurement Officer approves and signs the applicable Contract Award & Acceptance document (Form E).
H. FORCE MAJEURE
8.18 Except for payments of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions-intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure is deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and is deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure does not include late deliveries of products and services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party must (if possible) notify the other party of such delay within forty-eight (48) hours.
8.19 through 8.20 [These sections are intentionally blank.] I. LICENSES
8.21 The 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 Sourcewell Members.
8.22 All responding Proposers must be licensed (where required) and must have the authority to sell and distribute the offered products and services to Sourcewell and Sourcewell Members. Documentation of the required licenses and authorities, if applicable, should be included in the Proposer’s response to this RFP.
J. MATERIAL SUPPLIERS AND SUB-CONTRACTORS
8.23 The awarded Vendor must supply the names and addresses of sourcing suppliers and sub-contractors as a part of the purchase order when requested by Sourcewell or a Sourcewell Member.
K. NON-WAIVER OF RIGHTS
8.24 No failure of either party to exercise any power given to it hereunder, nor a failure to insist upon strict compliance by the other party with its obligations hereunder, nor a custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP constitutes a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by Sourcewell to take action or to assert any right hereunder does not constitute a waiver of such right.
L. PROTESTS OF AWARDS MADE
31 8.25 Any protests must be filed with Sourcewell’s Executive Director and must be resolved in accordance with appropriate Minnesota rules. Protests will only be accepted from Proposers. A protest of an award or nonaward must be filed in writing with Sourcewell within ten (10) calendar days after the public notice or announcement of the award or nonaward. A protest must include the following items.
8.25.1 The name, address, and telephone number of the protester;
8.25.2 The original signature of the protester or its representative (you must document the authority of the representative);
8.25.3 Identification of the solicitation by RFP number;
8.25.4 Identification of the statute or procedure that is alleged to have been violated;
8.25.5 A precise statement of the relevant facts;
8.25.6 Identification of the issues to be resolved;
8.25.7 The aggrieved party’s argument and supporting documentation;
8.25.8 The aggrieved party’s statement of potential financial damages; and
8.25.9 A protest bond in the name of Sourcewell and in the amount of 10% of the aggrieved party’s statement of potential financial damages.
M. SUSPENSION OR DISBARMENT STATUS
8.26 If within the past five (5) years, any firm, business, person or Proposer responding to a Sourcewell solicitation has been lawfully terminated, suspended, or precluded from participating in any public procurement activity with a federal, state, or local government or education agency, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the termination of a Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists.
N. AFFIRMATIVE ACTION AND IMMIGRATION STATUS CERTIFICATION
8.27 An Affirmative Action Plan, Certificate of Affirmative Action, or other documentation regarding Affirmative Action may be required by Sourcewell or Sourcewell Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests.
8.28 Immigration Status Certification may be required by Sourcewell or Sourcewell Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests.
O. SEVERABILITY
8.29 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, or statutory provision, or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from the Contract, but such invalidity or unenforceability shall not invalidate any of the other terms of an awarded Contract resulting from this RFP.
P. RELATIONSHIP OF PARTIES
8.30 No Contract resulting from this RFP may be considered a contract of employment. The relationship between Sourcewell and an awarded Vendor is one of independent contractors, each free to exercise
32 judgment and discretion with regard to the conduct of their respective businesses. The parties neither intend the proposed Contract to create, nor is to be construed as creating, a partnership, joint venture, masterservant, principal-agent, or any other, relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation, or otherwise in any manner whatsoever except as may be expressly provided herein.
Q. PROVISIONS FOR NON-FEDERAL ENTITY PROCUREMENTS UNDER FEDERAL AWARDS OR OTHER AWARDS; AIRPORT IMPROVEMENT PROGRAM PROVISIONS
8.31 Procurements by Sourcewell or Sourcewell Members utilizing funds under a federal grant or contract may be subject to specific federal laws, regulations, and requirements in addition to those under state and local laws. Applicable law may include, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR Part 200 (also referred to as the “Uniform Guidance” or “EDGAR”). The terms included in this section express Proposers willingness and ability to comply with certain requirements which may be applicable to specific Sourcewell Member purchases using federal grant or contract dollars. Sourcewell Members may also require Proposers to enter into ancillary agreements, in addition to the Sourcewell contract’s general terms and conditions, to address the Member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts. Sourcewell reserves the right at any time within a contract term to require an awarded Vendor to reaffirm or resubmit proper documentation relating to these requirements. The numbering and identification contained within this section is only for reference purposes and does not identify any actual Federal designation or location of the rule. Rules are located in 2 CFR Part 200.
8.32 Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
Sourcewell reserves all rights and privileges under the applicable laws and regulations with respect to this procurement process in the event of breach of contract by either party.
8.33 Contracts in excess of $10,000 must address termination for cause and for convenience by the nonFederal entity including the manner by which it will be effected and the basis for settlement.
Sourcewell reserves the right to terminate any agreement resulting from this procurement process pursuant to Sourcewell RFP sections 7.13 and 7.17. Prior to any termination for cause, Sourcewell will provide written notice to the Proposer, opportunity to respond and opportunity to cure. Sourcewell reserves the right to terminate any agreement resulting from this procurement process without cause with a required 60-day written notice of termination. Termination of Contract shall not relieve either party of financial, product or service obligations incurred or accrued prior to termination.
8.34 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 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 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” This provision is hereby incorporated by reference into all applicable contracts.
The equal opportunity clause is incorporated by reference herein.
33 8.35 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 CFR Part 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 CFR Part 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.
Proposer shall be in compliance with all applicable Davis-Bacon Act provisions.
8.36 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 CFR Part 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 all applicable contracts.
Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.
8.37 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 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 CFR Part 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.
Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.
8.38 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 shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
34 Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.
8.39 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 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 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 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.
Proposer nor its principals shall be presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
8.40 Byrd Anti-Lobbying Amendment, as amended (31 U.S.C. 1352). Proposers shall file any required certifications. Proposers shall 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. Proposers shall 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.
Proposers shall file all certifications and disclosures required by, and otherwise comply with, the Byrd AntiLobbying Amendment (31 USC 1352).
8.41 Record Retention Requirements. To the extent applicable, Proposer shall comply with the record retention requirements detailed in 2 CFR § 200.333. The Vendor further certifies that Vendor will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
8.42 Energy Policy and Conservation Act Compliance. To the extent applicable, Proposer shall 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.
8.43 Buy American Provisions Compliance. To the extent applicable, Proposer agrees to comply with 49 U.S.C. § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list. Purchases made in accordance with the Buy American Act shall follow the applicable procurement rules calling for free and open competition.
8.44 Title VI Solicitation Notice. Sourcewell, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises or airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.
8.45 Trade Restriction Certification. To the extent applicable, Proposer will comply with the provision in 49 U.S.C. § 50104 regarding certification and notice requirements for firm ownership or control by one or more citizens of a foreign county listed by the Office of the United States Trade Representative as discriminating against U.S. firms.
35 8.46 Procurement of Recovered Materials. To the extent applicable, Proposer agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247.
8.47 Access to Records (2 CFR § 200.336). Proposer agrees that duly authorized representatives of an Agency shall have access to any books, documents, papers and records of Proposer that are directly pertinent to Proposer’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Proposer’s personnel for the purpose of interview and discussion relating to such documents. 9 FORMS
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36 Form A
PROPOSER QUESTIONNAIRE- General Business Information
(Products, Pricing, Sector Specific, Services, Terms and Warranty are addressed on Form P) Proposer Name: ____________________________Questionnaire completed by: ________________________________ Please identify the person Sourcewell should correspond with from now through the Award process:
Name: _____________________________________ E-Mail address: _______________________________________ Please answer and submit the electronic version of the questions below in Microsoft Word® This allows Sourcewell evaluators to cut and paste your answers into a separate worksheet. Place your answer directly below each question.
Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark “NA” if the question does not apply to you (preferably with an explanation). Please create a response that is easy to read and understand. For example, you may consider using a different font and color to distinguish your answer from the questions.
Company Information & Financial Strength
1) Provide the full legal name, mailing and email addresses, tax identification number, and telephone number for your business.
2) Provide a brief history of your company, including your company’s core values, business philosophy, and longevity in the MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES industry.
3) Provide a detailed description of the products and services that you are offering in your proposal. 4) What are your company’s expectations in the event of an award? 5) 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. 6) What is your US market share for the solutions that you are proposing? What is your Canadian market share, if any? 7) Has your business ever petitioned for bankruptcy protection? Please explain in detail. 8) How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), please provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, please describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP.
Are these individuals your employees, or the employees of a third party? 9) 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.
10) Provide all “Suspension or Disbarment” information that has applied to your organization during the past ten years. 11) Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services.
37 Industry Recognition & Marketplace Success
12) Describe any relevant industry awards or recognition that your company has received in the past five years. 13) Supply three references/testimonials from your customers who are eligible for Sourcewell membership. At a minimum, please include the entity’s name, contact person, and phone number. 14) Provide a list of your top five governmental or educational customers (entity name is optional), including entity type, the state the entity is located in, scope of the projects, size of transactions, and dollar volumes from the past three years. 15) Indicate separately what percentages of your sales are to the government and education sectors in the past three years? 16) 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?
17) List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years?
Proposer’s Ability to Sell and Deliver Service Nationwide 18) Describe your company’s capability to meet Sourcewell Member’s needs across the country. Your response should address at least the following areas.
a) Sales force.
b) Dealer network or other distribution methods.
c) Service force.
Please include details, such as the locations of your network of sales and service providers, the number of workers (fulltime 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. 19) Describe in detail the process and procedure of your customer service program, if applicable. Please include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises.
20) a) Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. b) Identify any Sourcewell Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Please explain your answer. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 21) Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories.
Marketing Plan
22) If you are awarded a contract, how will you train your sales management, dealer network, and direct sales teams (whichever apply) to ensure maximum impact? Please include how you will communicate your Sourcewell pricing and other contract detail to your sales force nationally.
23) Describe your marketing strategy for promoting this contract opportunity. Please include representative samples of your marketing materials in electronic format.
24) Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness.
38 25) In your view, what is Sourcewell’s role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell-awarded contract into your sales process?
26) Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it.
Value-Added Attributes
27) Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell Members.
Please include details, such as whether training is standard or optional, who provides training, and any costs that apply. 28) Describe any technological advances that your proposed products or services offer. 29) 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.
30) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) certifications that your company or hub partners have obtained.
31) 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? 32) Identify your ability and willingness to provide your products and services to Sourcewell member agencies in Canada. 33) Sourcewell Members may intend to use funds from a federal grant or contract under the Federal Emergency Management Agency (FEMA). In that event, state your ability and willingness to complete, execute, and provide the “Required FEMA Terms and Conditions Certification” form attached as Appendix D to the RFP.
NOTE: Questions regarding Payment Terms, Warranty, Products/Equipment/Services, Pricing and Delivery, and Industry Specific Items are addressed on Form P.
Signature: __________________________________________________________ Date: ________________________
39 Form B
PROPOSER INFORMATION
Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll-Free Number: ___________________________ E-mail: __________________________________ Website Address: _______________________________________________________________________________
COMPANY PERSONNEL CONTACTS
Authorized signer for your organization
Name: _________________________________________________________________________________ Email: _________________________________________________Phone: ___________________________________ The person identified here must have proper signing authority to sign the “Proposer’s Assurance of Compliance” on behalf of the Proposer.
Who prepared your RFP response?
Name:__________________________________________________Title:______________________________________ Email: _________________________________________________Phone:_____________________________________ Who is your company’s primary contact person for this proposal? Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Other important contact information
Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________
40 Form C
EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS,
AND SOLUTIONS REQUEST
Company Name: _____________________________________________________________________________ Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer’s response. The Proposer acknowledges that the exceptions listed may or may not be accepted by Sourcewell or included in the final contract. Sourcewell will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below.
Section/page
Term, Condition, or
Specification Exception
Sourcewell
ACCEPTS
Proposer’s Signature: ______________________________________________________ Date: ________________ Sourcewell’s clarification on exceptions listed above:
41 Contract Award
RFP #040319
FORM D
Formal Offering of Proposal
(To be completed only by the Proposer)
MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS,
ACCESSORIES, AND SUPPLIES
In compliance with the Request for Proposal (RFP) for MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES, the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal.
Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ CAGE Code/DUNS:____________________________
Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature: ____________________________________________________________________________ (Name printed or typed)
42 FORM E
CONTRACT ACCEPTANCE AND AWARD
(Top portion of this form will be completed by Sourcewell if the vendor is awarded a contract. The vendor should complete the vendor authorized signatures as part of the RFP response.) Sourcewell Contract #: 040319-XXX
Proposer’s full legal name: TBD
Based on Sourcewell’s evaluation of your proposal, you have been awarded a contract. As an awarded vendor, you agree to provide the products and services contained in your proposal and to meet all of the terms and conditions set forth in this RFP, in any amendments to this RFP, and in any exceptions that are accepted by Sourcewell.
The effective date of the Contract will be MM DD, YYYY and will expire on MM DD, YYYY (no later than the later of four years from the expiration date of the currently awarded contract or four years from the date that the Sourcewell Chief Procurement Officer awards the Contract). This Contract may be extended for a fifth year at Sourcewell’s discretion.
Sourcewell Authorized Signatures:
_____________________________________________ Jeremy Schwartz
SOURCEWELL DIRECTOR OF COOPERATIVE CONTRACTS (NAME PRINTED OR TYPED)
AND PROCUREMENT/CPO SIGNATURE
_____________________________________________ Chad Coauette
SOURCEWELL EXECUTIVE DIRECTOR/CEO SIGNATURE (NAME PRINTED OR TYPED) Awarded on MM DD, YYYY Sourcewell Contract # 040319-XXX --------------------------------------------------------------------------------------------------------------------------------------------------------------------- Vendor Authorized Signatures:
The Vendor hereby accepts this Contract award, including all accepted exceptions and amendments.
Vendor Name _____________________________________________________________________ Authorized Signatory’s Title _________________________________________________________ _____________________________________________ _____________________________________________
VENDOR AUTHORIZED SIGNATURE (NAME PRINTED OR TYPED)
Executed on _____________, 20___ Sourcewell Contract # 040319-XXX
43 Form F
PROPOSER ASSURANCE OF COMPLIANCE
Proposal Affidavit Signature Page
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 members 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 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 in writing and have been included with the Proposer’s RFP response.
4. 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.
5. 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 firstquality products and related services to Sourcewell Members under an awarded Contract.
6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
7. 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.
8. 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.
[The rest of this page has been left intentionally blank. Signature page below]
44 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above.
Company Name:
Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: ______________________________________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (printed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized
Subscribed and sworn to before me this ______________ day of ___________________, 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________
45 Form G
OVERALL EVALUATION AND CRITERIA
For the Proposed Subject MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH
RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES
Conformance to RFP Terms and Conditions 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service Nationwide 100
Marketing Plan 50
Value-Added Attributes 75
Warranty 50
Depth and Breadth of Offered Products and Related
Services
200
Pricing 400
TOTAL POINTS 1000
Reviewed by: _________________________________________ Its_________________________________ _________________________________________Its_________________________________
46 Form P
PROPOSER QUESTIONNAIRE
Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Payment Terms and Financing Options
1) What are your payment terms (e.g., net 10, net 30)?
2) 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?
3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to Sourcewell. 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. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to Sourcewell Members for using this process?
Warranty
5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions.
Do your warranties cover all products, parts, and labor? Do your warranties impose usage restrictions or other limitations that adversely affect coverage? Do your warranties cover the expense of technicians’ travel time and mileage to perform warranty repairs? Are there any geographic regions of the United States 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?
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? What are your proposed exchange and return programs and policies? 6) Describe any service contract options for the items included in your proposal.
Pricing, Delivery, Audits, and Administrative Fee
7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal.
8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. (Keep in mind
47 that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. 10) The pricing offered in this proposal is
________a. the same as the Proposer typically offers to an individual municipality, university, or school district.
________b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
_________c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
________d. other than what the Proposer typically offers (please describe). 11) Describe any quantity or volume discounts or rebate programs that you offer. 12) 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.
13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial/pre-delivery inspection. Identify any parties that impose such costs and their relationship to the Proposer. 14) If travel expense, delivery or shipping is an additional cost to the Sourcewell Member, describe in detail the complete travel expense, shipping and delivery program.
15) Specifically describe those travel expense, shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery.
16) Describe any unique distribution and/or delivery methods or options offered in your proposal. 17) Please 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.
18) 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 RFP Section 6.29 and following for details.)
Industry-Specific Questions
19) Describe any industry-specific quality management system certifications obtained by your organization. 20) Describe any environmental management system certifications obtained by your organization. 21) Describe any preventive maintenance programs that your organization offers for the solutions you are proposing in your response.
Signature: ___________________________________________________________Date: _______________________
48 10 PRE-SUBMISSION CHECKLIST
Check
when
Completed Contents of Your Bid Proposal
Hard Copy Required
Signed and Dated
Electronic Copy
Required – Flash
Drive or CD
Form A: Proposer Questionnaire with all
questions answered completely X – signature page only X Form B: Proposer Information
X
Form C: Exceptions to Proposal, Terms,
Conditions, and Solutions Request X
X
Form D: Formal Offering of Proposal X
X
Form E: Contract Acceptance and Award X
Form F: Proposers Assurance of Compliance X X
Form P: Proposer Questionnaire with all
questions answered completely X – signature page only X Certificate of Insurance with $1.5 million
coverage X X
Copy of all RFP Addendums issued by
Sourcewell X X
Pricing for all Products/Equipment/Services
within the RFP being proposed X
Entire Proposal submittal including signed
documents and forms X
All forms in the Hard Copy Required Signed
and Dated should be inserted in the front of
the submitted response, unbound
Package containing your proposal labeled
and sealed with the following language:
“Competitive Proposal Enclosed, Hold for
Public Opening XX-XX-XXXX”
Response Package mailed and delivered
prior to deadline to:
Sourcewell, 202 12th St NE, PO Box 219
Staples, MN 56479
49 11 SOURCEWELL VENDOR PRICE AND PRODUCT CHANGE REQUEST FORM Section 1. Instructions for Vendor
Requests for product or service changes, additions, or deletions will be considered at any time throughout the awarded contract term. All requests must be made in writing by completing sections 2, 3, and 4 of this Sourcewell Price and Product Change Request Form and signed by an authorized Vendor representative in section 5. All changes are subject to review by the Sourcewell Procurement Manager and to approval by Sourcewell’s Chief Procurement Officer. Submit request through email to your assigned Sourcewell Contract Administrator.
Sourcewell will determine whether the request is 1) within the scope of the original RFP, and 2) in the best interests of Sourcewell and Sourcewell Members. Approved Price and Product Change Request Forms will be signed and emailed to the Vendor contact.
The Vendor must complete this change request form and individually list or attach all items or services subject to change, must provide sufficiently detailed explanation and documentation for the change, and must include a complete restatement of pricing documentation in an appropriate format (preferably Microsoft® Excel®). The pricing document must identify all products and services being offered and must conform to the following Sourcewell product/price change naming convention: (Vendor Name) (Sourcewell Contract #) (effective pricing date); for example, “Acme Widget Company #012416-AWC eff. 01-01-2017.” NOTE: New pricing restatements must include all products and services offered regardless of whether their prices have changed and must include a new “effective date” on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each Vendor and creates a historical record of pricing.
ADDITIONS. New products and related services may be added to a contract if such additions are within the scope of the original RFP.
DELETIONS. New products and related services may be deleted from a contract if, for example, they are no longer available or have been modified to a point where they are outside the scope of the RFP.
PRICE CHANGES: Vendors may request price changes if they provide sufficient rationale for the change. For example, a Vendor that manufactures products that require substantial petroleum-related material might request a 3% price increase because of a 20% increase in petroleum costs.
Price decreases: Sourcewell expects Vendors to propose their very best prices and anticipates that price reductions might occur because of improved technologies or marketplace efficiencies.
Price increases: Acceptable price increases typically result from specific Vendor cost increases. The Vendor must include reasonable justification for the price increase and must not, for example, offer merely generalized statements about an increase in a cost-of-living index. Appropriate documentation should be attached to this form, including such items as letters from suppliers announcing price increases.
Refer to the RFP for complete “Pricing” details.
Section 2. Vendor Name and Type of Change Request
CHECK ALL CHANGES THAT APPLY:
AWARDED VENDOR NAME: ☐ Adding
Products/Services
vices
☐ Deleting
Products/Services
☐ Price Increase
SOURCEWELL CONTRACT
NUMBER:
☐ Price Decrease