CI
TY OF LANCASTER, CA
RFP NO. 865-26
DRUG TREATMENT PILOT PROGRAM
E
LECTRONIC SUBMISSION DEADLINE
Friday, September 12th, 2025
BY 2:00 P.M.
(13:59:59– ACCORDING TO PUBLIC PURCHASE PROPOSAL CLOCK) SUB
MIT TO:
Public Purchase: City of Lancaster CA
“RFP 865-26 DRUG TREATMENT PILOT PROGRAM”
F
or questions concerning this RFP contact by email only:
Lancaster Purchasing Department
[email protected]
2 REQUEST FOR PROPOSALS (RFP) FOR
DRUG TREATMENT PILOT PROGRAM
INTRODUCTION
The City of Lancaster (City) is a charter City incorporated in 1977. The City is governed by a five -member City Council whose members are elected at large and operate under a Council/City Manager form of government.
The City serves as the northern boundary of Los Angeles County, with Kern County to the north. The City is the largest City in the Antelope Valley, with a population of 170,000 across 94 square miles.
The City of Lancaster, California, is seeking proposals from qualified organizations to provide drug treatment services through a pilot program. This RFP outlines the City’s interest in exploring innovative, science -backed approaches to addiction treatment using neurostimulation and cognitive retraining methods supported by preliminary FDA approval data.
The purpose of this pilot program is to determine the clinical, operational, and financial feasibility of implementing the treatment as a scalable drug treatment option for eligible individuals in the City of Lancaster.
The program is intended to support recovery, reduce recidivism, and contribute to long -term public health outcomes. Proposals should demonstrate strong understa nding of neurorehabilitation, patient- centered care, data collection, and rigorous program evaluation.
This RFP contains the information and documents necessary to prepare and submit a responsive proposal.
Proposers are responsible for complying with all requirements identified herein. By submitting a finished proposal packet, the Proposer represents that i t has thoroughly examined and become familiar with the work required within this proposal and that it is capable of supplying a product to achieve the City’s objectives.
Requests for modifications to the submitted proposal packet on the grounds that the P roposer was not fully informed as to any fact or condition will not be allowed. The City reserves the right to accept or reject any Proposal, or portions thereof, or to waive any informalities or irregularities within the proposals.
SCOPE OF SERVICES
The Scope of Services is outlined in Exhibit “A.”
INSTRUCTIONS TO VENDORS
PROPOSAL FORMAT AND CONTENT
Proposals shall adhere to the following format for organization and content. Responses should emphasize the Vendor’s demonstrated ability to perform work of this type. Emphasis should be concentrated on completeness and clarity of content.
Proposals shall not exceed 10 double-sided pages or 20 single-sided pages (does not include curriculum sample) and must be typed and arranged/divided in the following sequence to facilitate evaluation:
3 1. Proposal Summary: This section shall discuss the highlights, key features and distinguishing points of the Proposal. A separate sheet shall include a list of individuals and contacts for this Proposal and how to communicate with them. Limit this section to a total of three (3) pages including the separate sheet.
2. Profile on the Proposing Firm(s): This section shall include a brief description of the Proposer’s firm size as well as the proposed local organization structure. Include a discussion of the Proposer firm’s financial stability, capacity, and resources. Include all other firms participating in the Proposal, including similar information about the firms.
Additionally, this section shall include a listing of any lawsuit or litigation and the result of that action resulting form (a) any public project undertaken by the Proposer or by its subcontractors where litigation is still pending or has occurred within the last five years or (b) any type of project where claims or settlements were paid by the consultant or its insurers within the last five years.
3. Qualifications of the Firm: This section shall include a brief description of the Proposer’s and any sub- Proposer’s qualifications and previous experience on similar or related projects.
4. Work Plan or Proposal: This section shall present a well-conceived service plan. Include a full description of major tasks and subtasks. This section for the proposal shall establish that the Proposer understands the City’s objectives and work requirements and Proposer’s ability to satisfy those objectives and requirements. Succinctly describe the proposed approach for addressing the required services and the firm’s ability to meet the City’s schedule, outlining the approach that would be undertaken in providing the requested services.
5. Project Staffing: This section shall discuss how the Proposer would propose to staff this project. Key project team members shall be identified by name, title, and specific responsibilities on the project. An organizational chart for the project and resumes for key Proposer personnel shall be included. Key personnel will be an important factor considered by the review committee. Changes in key personnel may be cause for rejection of the proposal.
6. Copy of License: Please provide a copy of the state approved license documentation.
7. Sample Curriculum: Please provide a sample curriculum for a one-month period.
8. Cost Proposal: Provide a fee schedule/pricing information for the project as referenced in the attached Exhibit B. Proposals shall be valid for a minimum of 180 days following submission.
9. Exceptions to Professional Services Agreement:
The Proposer shall list any exceptions to the Professional Services Agreement/insurance requirements (Exhibit C – Sample Agreement).
10. Signature Sheet: Complete the included Signature Sheet and include it with the proposal submission.
11. California Levine Act Statement: Complete the included California Levine Act Statement and include it with the proposal submission.
EVALUATION OF PROPOSALS
A committee of at least three staff shall evaluate all Proposals.
4 Proposals will be evaluated and scored on the following criteria:
● Quality, performance and effectiveness of the solution, goods and/or services to be provided by the Proposer (40 points)
● Proposer experience, including the experience of the staff to be assigned to the project, the engagements of similar scope and complexity (40 points)
● Cost to the City (20 points)
The evaluation committee may wish to interview Proposers with scores above a natural break during the selection process. Should an interview process take place, the interview results will carry greater weight in the selection process. However, the City reserves the right to select solely based on the proposals without further contact.
T
he most highly qualified Vendor shall then enter into negotiations with the City to formalize the Agreement and Compensation. If the City is unable to obtain a fair and reasonable price, or cannot reach an agreement regarding the terms and compensation, then the City will end negotiations with that Vendor.
Q
UESTIONS REGARDING THIS RFP
Any questions or requests for interpretation or clarification, either administrative or technical, about this RFP must be submitted via Public Purchase prior to 2:00 P.M. on Friday, August 22nd,2025.
O
ral statements concerning the meaning or intent of the contents of this RFP by any person are unauthorized and invalid. The City will not be responsible for any other explanation or interpretation of the RFP, or for any oral instructions. Any contact with City personnel other than identified above regarding this RFP may disqualify a Vendor.
CL
ARIFICATION STATEMENTS
For clarification purposes, the words “Contractor”; “Consultant”; “Vendor”; “Supplier”; “Company”; “Proposer” and “Bidder” shall be read to be one and the same. The words “Contract” and “Agreement” shall be read to be one and the same. The words “Bid”; “Quote”; and “Proposal” shall be read to be one and the same. “City of Lancaster” and “City” shall be read to be one and the same. “Request for Proposal” and “RFP” shall be read to be one and the same.
N
O CONTACT POLICY
After the date and time established for receipt of proposals by the City, any contact initiated by any Vendor with any City representative, other than the representative listed herein, concerning this Request for Proposals is prohibited. Any such unauthorized contact may cause the disqualification of the Vendor from this procurement transaction.
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ROPRIETARY MATERIAL
Be advised that all information contained in proposals submitted in response to this solicitation may be subject to the California Public Records Act (Government Code §6250 et. seq.), and information’s use and disclosure are governed by this Act. Any information deemed confidential or proprietary should be clearly identified as such.
It may then be protected and treated with confidentiality only to the extent permitted by state law. 5 C
OMPLETION OF PROPOSAL
Proposals shall be completed in all respects as required by this RFP. A proposal may be rejected if conditional or incomplete, or if it contains any alterations or other irregularities of any kind, and will be rejected if any such defect or irregularity can materially affect the quality of the proposal. Proposals which contain false or misleading statements may be rejected. If, in the opinion of the City’s selection committee, such information was intended to mislead the City in its evaluation of the Proposal, and the attribute, condition, or capability is a requirement of this RFP Proposal will be rejected. Statements made by a Vendor shall also be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. Unauthorized conditions, exemptions, limitations, or provisions attached to a Proposal will render it non -responsive and may cause its rejection.
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he Vendor, in responding to this RFP, must submit Proposals in the format identified in this RFP. The Proposal must address all requirements of the RFP even if a “no response” is appropriate.
C
osts for developing Proposals are entirely the responsibility of the Vendor and shall not be chargeable to the City.
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nly one Proposal is to be submitted by each Vendor. Multiple Proposals will result in rejection of all Proposals submitted by the Proposer.
E
RRORS AND OMISSIONS
If, prior to the date fixed for submission of Proposals, a Vendor discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP or any of its appendices or exhibits, Vendor shall immediately notify the City of such error in writing and request modification or clarification of the document. Modifications shall be made by written Addenda to the RFP.
I
nterested Vendors may submit requests for clarifications in email or writing. The City will compile all requests and provide responses in written format to all Vendors who have furnished or requested an RFP.
I
f Vendor fails to notify the City, prior to the date fixed for the submission of Proposals, of an error in the RFP known to the Vendor, or an error that reasonably should have been known to the Vendor, Vendor shall submit its Proposal at his/her own risk, and if Vendor is awarded a Contract, Vendor shall not be entitled to additional compensation or time by reason of the error or its later correction.
AD
DENDA TO PROPOSAL
The City may modify the RFP, any of its key actions, dates, or any of its attachments, prior to the date fixed for submission of Proposals by issuance of an Addendum to potential Vendors. Such Addendum shall also be posted on the City’s website. Vendor shall acknowledge receipt of all Addenda in their Proposal. Any Addenda issued during the time for submission of proposals will be made part of the Agreement. Vendor shall be responsible for ensuring all addenda are included in its response.
E
XECUTION OF PROPOSAL
6 The full name, business address, zip code, and business telephone number (with area code) of individual, partnership, joint venture, or corporation submitting a Proposal shall be typewritten on the Proposal. The Vendor shall ensure that the Proposal is signed by an authorized signatory. No stamped or facsimile signatures will be accepted.
WI
THDRAWAL OF PROPOSAL
A Proposal may be withdrawn after its submission by written or facsimile request signed by the Vendor or authorized representative prior to the time and date specified for Proposal submission. Proposals may be withdrawn and resubmitted in the same manner if done so before the Proposal submission deadline.
Withdrawal or modification offered in any other manner will not be considered.
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ROPOSALS BECOME THE PROPERTY OF THE CITY
Proposals become the property of the City and information contained therein shall become public documents subject to disclosure laws after the contract is awarded. (Government Code Section 6250 et seq.). The City reserves the right to make use of any information or idea contained in the Proposal.
Vendors must notify the City in advance of any proprietary or confidential materials contained in the Proposal and provide justification for not making such material public. The City will have the sole discretion to disclose or not disclose such material subject to state law.
All mat
erials, ideas and formats submitted in response to this RFP will become the property of the City upon receipt.
RE
JECTION OF PROPOSALS
The City may reject any and all Proposals and may waive any immaterial deviation in a Proposal. The City’s waiver of an immaterial defect shall in no way modify this RFP or excuse the Vendor from full compliance with this RFP and/or Contract documents if awarded the Contract. Proposals that include terms and conditions other than the City’s terms and conditions may be rejected as non- responsive. The City may make investigations as deemed necessary to determine the ability of the Vendor to perform, and the Vendor shall furnish to the City all such information and data for that purpose as requested by the City. The City reserves the right to reject any Proposal if the evidence submitted by, or investigation of, such Vendor fails to satisfy the City that the Vendor is properly qualified to carry out the obligations of the Agreement and to complete the work described therein.
AWAR
D OF CONTRACT
The City reserves the right to modify the Award of Contract or rejection date as best meets the needs of the City. The City reserves the right to reject any or all Proposals in response to this RFP in the best interest of the City. The City further reser ves the right to waive any informalities or irregularities in the Proposals. The City shall not be liable for any cost incurred in connection with the preparation and submission of any Proposal.
A
ward, if any, will be to the Vendor whose Proposal best complies with the requirements of this RFP. The City reserves the right to award the Contract as complete, or any part thereof, including any and all schedules, locations, additive alternatives, or extra work.
The City reserves the right to award the contract to multiple Proposers should it be deemed in the best interest of the City. 7 C
ONTRACT TERM
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he total term of the Agreement shall be for one year. The Agreement may extend for one (1) additional 1-year term upon mutual agreement in writing by both parties.
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ricing shall remain firm for the initial contract term. Should the option to renew for additional terms be exercised, the City and the Vendor may negotiate any and all pricing increases and term length. Any decrease in costs to Vendor shall be passed through to the City.
C
ONTRACT DOCUMENTS - PRECEDENCE
In submitting a Proposal, the Vendor agrees to enter into an Agreement with the City. In the event of a conflict existing between documents, the following order of precedence shall apply:
● Ag
reement
● City’s Request for Proposals and Addenda, if any
● Vendor’s Response to the Request for Proposals
EX
ECUTION OF AGREEMENT
After notification of intent to award Contract, the following Contract documents shall be signed within ten (10) business days from the date the City mails, or by other means, delivers said documents to the Vendor.
A. The Agreement in the form agreeable to both parties, properly executed by the Vendor.
B. Properly executed policies or Certificates of Insurance, including an Additional Insured Endorsement for each policy in accordance with the Insurance Requirements, Exhibit C.
No Agreement shall be binding upon the City until all documents are fully executed by the Vendor and the City.
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AILURE TO EXECUTE THE AGREEMENT
Failure to execute the Agreement and furnish the required insurance, within the required time period shall be just cause for the recession of the award. If the successful Vendor refuses or fails to execute the Agreement, the City may award the Agreement to the next qualified Vendor.
CA
NCELLATION
The City reserves the right to cancel this RFP at any time should it be deemed to be in the best interest of the City. No obligation either expressed or implied exists on the part of the City to make an award based on the submission of any Proposal.
A
DMINISTRATIVE CONTACTS
Any questions regarding contractual terms and conditions, proposal format, Exhibit A - Scope of Services, Exhibit B- Cost Proposal, or Exhibit C- Sample Agreement shall be directed to: [email protected] D
UE DATES
8 All Proposals are due by 2:00 (13:59:59) P.M. on Friday, September 12 th, 2025 . After the required time and date specified for receipt, the Proposal shall be considered late and non-r esponsive. Public Purchase will not accept submittals after the set time and due date. It is the responsibility of the Proposer to ensure that the Proposal is submitted to Public Purchase by the date and time specified in this RFP. Email and facsimile responses will not be considered.
SCHEDULE OF EVENTS
The City reserves the right to modify the content or schedule of these events at any time, for any reason.
Event Date
RFP Distribution August 15, 2025
Last Day to Submit Questions 2:00 P.M., August 22, 2025 Addendum (Responses to Questions) Issued August 26, 2025 Proposal Due Date 2:00 P.M., September 12 2025
Proposal Evaluation by Committee September 15-19, 2025
Tentative Selection Tentatively, September 22, 2025
Expected Contract Awarded by City Council
(If Needed)
October 14, 2025
9 SI
GNATURE SHEET
My
signature certifies that the proposal as submitted complies with all terms and conditions as set forth in RFP No. 865-26.
My
signature certifies that this firm has no business or personal relationships with any other companies or person that could be considered a conflict of interest, or potential conflict of interest to the City of Lancaster, pertaining to any and all work or services to be performed as a result of this request and any resulting Contract with the City.
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he Vendor hereby certifies that it has:
• R
ead each and every clause of this RFP and addenda, including Addendum # ___________. • I
ncluded all costs necessary to complete the specified work in its proposed prices. • A
greed that if it is awarded the Contract, it will make no claim against the City based upon misunderstanding of any provision of the Agreement. Should conditions turn out otherwise than anticipated by it, the Vendor agrees to assume all risks incident thereto.
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hereby certify that I am authorized to sign as a Representative for the Firm:
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ame of Firm: ___________________________________________________________________________ A
ddress: ___________________________________________________________________________ F
ed ID No: ___________________________ DIR # (if applicable): ___________________________ N
ame (print): ___________________________________________________________________________ N
ame (sign): ___________________________________________________________________________ T
itle: _________________________________________________________________________________ T
elephone: ___________________________ Fax: _______________________________________ E
mail: _________________________________ Date: _______________________________________ *T
o receive consideration for award, this signature sheet must be returned with the Proposal.* 10 California Levine Act Statement
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits any Lancaster official from participating in any action related to a contract or application if he or she receives any political contributions totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision is rendered.
Th
e Levine Act also requires a Lancaster City official who has received such a contribution to disclose the contribution on the record of the proceeding.
Cu
rrent Lancaster City Council Members are listed at:
https://www.cityoflancasterca.org/government/city-officials/city-council-copy Cu
rrent Planning Commissioners are listed at:
https://www.cityoflancasterca.org/government/commissions-appointments/planning Pro
posers are responsible for accessing this link to review the names prior to answering the following questions.
1. Hav
e you or your company, or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $250 to any Lancaster City Council Member or other city official in the 12 months preceding the date of the submission of your proposal or application, or the anticipated date of any Council action? YE
S If yes, please identify the Council Member(s)/city official(s):
NO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $250 to any Lancaster City Council Member or other city official in the 12 months following any Council action related to your proposal or application? YE
S If yes, please identify the Council Member(s) /city official(s):
NO
(Please note that if this is a contract lasting more than one (1) year that you must update this form if there are any contributions made after the contract is awarded) An
swering yes to either of the two questions above does not preclude the Lancaster City Council from awarding a contract or approving an application or any subsequent action. It does however, preclude the identified Council Member (s) from participating in any actions related to your proposal or application. _______
__________ _____________________________
Date Signature of authorized individual
_____________________________
Company/Applicant Name
11 SCOP
E OF SERVICES
The
City of Lancaster is soliciting proposals from qualified organizations to implement and operate a pilot drug treatment program. The program is intended to provide preliminary clinical data that may support future submission to the U.S. Food and Drug Administration (FDA) for evaluation and potential approval.
This pilot program will assess the efficacy and scalability of the treatment through a structured 6-month study.
Applicants may propose one or both of the following options:
• A 15-patient study
• A 50-patient study
The a
nticipated program start date is October 1, 2025 and services must continue through at least October 1, 2026. The City seeks flexibility in terms of program delivery schedule, format, and patient engagement structure.
CON
SULTANT AGREES TO PROVIDE A PLAN FOR:
Prog
ram Implementation:
• Administer the Door Brain Waves Treatment to selected participants under a 6-month protocol. • The City of Lancaster reserves the right to choose which program (15 people or 50 people) to move forward based on budget.
• Ensure all activities comply with applicable federal, state, and local laws, including HIPAA and clinical research standards.
• Establish criteria for patient eligibility, recruitment, and participation in collaboration with the City.
Data C
ollection and Evaluation:
• Collect clinical and programmatic data for each participant to assess treatment efficacy and experience.
• Analyze results and prepare reports that reflect treatment outcomes, patient satisfaction, and any adverse events or deviations.
• Conduct a final program evaluation that identifies successes, challenges, and opportunities for scaling. • Present program findings and data to City Council at a mutually agreed-upon date.
Comp
liance and Quality Assurance:
• Ensure all staff and clinical providers are qualified, trained, and licensed as required. • Maintain proper documentation and ensure ethical treatment of all patients. • Provide consistent staffing with minimal substitutions and ensure safety at all times.
Prog
ram Assurances:
• Maintain a secure and confidential database for all patient data. • Submit progress reports and final evaluations to the City in a timely manner. • Secure informed consent from all participants.
EXHIBIT “A”
12 • Be responsible for all regulatory approvals and compliance needs related to research and treatment delivery.
P
rogram Content & Delivery:
• Be responsible for treatment delivery model, therapy protocols, patient engagement, and clinical tools. • Follow all relevant FDA guidance, medical ethics standards, and safety requirements. • Provide culturally and linguistically appropriate services to diverse populations. • Ensure that all research protocols are documented and submitted to appropriate Institutional Review Boards (IRBs) if applicable.
St
affing & Personnel:
• All personnel must undergo and pass background checks and health screenings. • Strongly encouraged: CPR/First Aid certification and crisis management training. • Maintain a professional working relationship with City staff and uphold patient dignity.
P
ublicity and Communication:
• Obtain prior written approval from the City for any public materials or press related to the program that uses the City logo or name.
R
ecord Keeping & Confidentiality:
• Maintain accurate attendance logs and patient records throughout the study. • Submit program data as requested by the City.
• Safeguard all personal and health-related information in compliance with HIPAA regulations.
C
ompensation Terms:
• Compensation will be based only on enrolled and actively participating patients. • No reimbursement will be provided for canceled sessions or patients who drop out.
Fac
ility Requirements:
• The City will not provide a facility for the program. The applicant must secure an appropriate, licensed location suitable for program delivery.
13 EXHIBIT "B"
COST PROPOSAL
Please complete the information below for each program option offered in the proposal (multiple cost proposals may be submitted if offering multiple program options).
15-Patient Study (6-Month Program)
Parameter Description
Total Number of Participants 15
Total Program Length 6 Months
Number of Treatment Hours per Week __________________________ Number of Weeks of Active Treatment __________________________ Location(s) of Services __________________________
Budget:
• $________ per participant
• X 15 participants
• Total Program Budget: $350,000.00
50-Patient Study (6-Month Program)
Parameter Description
Total Number of Participants 50
Total Program Length 6 Months
Number of Treatment Hours per Week __________________________ Number of Weeks of Active Treatment __________________________ Location(s) of Services __________________________
Budget:
• $________ per participant
• X 50 participants
• Total Program Budget: $350,000.00
14 EXHIBIT "C"
SAMPLE AGREEMENT
AGREEMENT FOR PROFESSIONAL SERVICES
T
HIS AGREEMENT FOR PROFESSIONAL SERVICES is made and entered into this _____ day of _____________, 202 5, by and between the CITY OF LANCASTER, a municipal corporation and charter city, (“City”), and _________________________, a [entity type (e.g., California corporation] (“Consultant”) (collectively, sometimes referred to hereinafter as the “Parties”).
RE
CITALS
W
HEREAS, the City desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:
[
Name of the Project or General Description of the Services] (THE “SERVICES”) W
HEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement; N
OW, THEREFORE, the parties agree as follows:
1. P
arties to the Agreement.
T
he parties to this Agreement are:
A. C
ITY: City of Lancaster
B. C
ONSULTANT: ________________________
2. N
otices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.
CI
TY City of Lancaster
Attn: Trolis Niebla, City Manager
44933 North Fern Avenue
Lancaster, California 93534
C
ONSULTANT ____________________
Attn: __________
Address
_______________
15 3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of l aw, without prior written consent of the other party, and any such assignments without said consent shall be void.
4. Description of Work . The City hereby engages Consultant, and Consultant accepts such engagement, to perform the technical and professional services set forth in the “Scope of Services and Rates Schedule,” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant shall perform and complete, in a manner satisfactory to the City, all work and services set forth in Exhibit “A.” The City Manager or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the City Manager, or his designee.
5. Obligations of the City.
A. The City shall pay Consultant an amount not to exceed $____________ for all work necessary to complete the Services, as described in the Scope of Services and Rates Schedule. Payments shall be due within thirty (30) days following submittal of an invoice detailing the services performed, at the hourly rates set forth in Exhibit A.
B. No payment made hereunder by the City to Consultant, other than the final payment, shall be construed as an acceptance by the City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.
6. Obligations of the Consultant.
A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services and Rates Schedule set forth in Exhibit A.
B. Consultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
C. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of the City.
7. Hold Harmless and Indemnification . Consultant agrees to indemnify and hold harmless the City, its elected officials, officers and employees, from and against any and all third -party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend the City, its officers and employees, using counsel of the City’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.
8. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by the City and Consultant.
9. Non-Discrimination and Equal Employment Opportunity.
16 A. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affi rmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. The City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section.
10. Term; Effective Date. This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the Consultant. This Agreement shall continue in full force and effect for twelve (12) months, unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that the City and the Consultant may mutually agree in writing to extend the Term of this Agreement.
11. Termination.
A. For Convenience. The City may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.
B. For Cause. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, Consultant shall correct such failure within ten (10) days (or such longer period that the City may authorize in writing) after receipt of notice from the City specifying such failure. Should the failure not be corrected within this time period, the City may immediately terminate the Agreement by written notice to Consultant.
C. In the event of termination, whether for convenience or cause, reports, plans, studies and other documents (collectively, “documents”) related to the Services shall become the City’s property.
Consultant shall provide all documents to the City that have no t yet been within ten (10) calendar days after termination of the Agreement.
12. Independent Contractor. Consultant is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of the City. It is expressly understood between the Parties to this Agreement that no employee/employer relationship is intended.
13. Insurance.
A. The Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A -, VIII” or better in the Best’s Key Rating Guide:
17 C
ommercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations) C
ommercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01) W
orkers Compensation
As Required by the State of California Statutory Limits E
mployers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
P
rofessional Liability
Each Occurrence $2,000,000
General Aggregate $2,000,000
P
rovide one of the following for cyber-related services
Technology Professional Liability
(Errors and Omissions)
Each Occurrence $2,000,000
General Aggregate $2000,000
(Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant pursuant to this Agreement and shall include, without limitation, claims involving invasion of privacy violations, information theft, damage to o r destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as any applicable regulatory fines and penalt ies as well as credit monitoring expenses with limits sufficient to respond to these obligations.) Or
C
yber Liability Insurance
Each Occurrence $5,000,000
General Aggregate $5,000,000
18 B. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. Professional liability and/or cyber insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in ef fect during the term of this contract and will cover Consultant for all claims made by the City insured entities arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.
D. Any deductibles or self-insurance retentions must be declared and approved by the City.
At the City’s option, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. All insurance shall be primary and non -contributory as respects the City insured entities.
Any insurance or self- insurance maintained by the City insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
F. Consultant shall furnish the City with Certificates of Insurance and with endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles” section:
“[Name of the Project/Services/Title & Date of Event]
The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3) List in the “Certificate Holder” section:
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534.
14. Commencement and Completion of Work. The Services to be provided by Consultant pursuant to this Agreement shall commence within ___ days after execution of this Agreement, and shall be completed no later than _____ days following commencement; provided however, that the Parties may agree to extend the time for completion upon mutual written agreement.
15. Ownership of Documents . All plans, specifications, reports, studies, maps and other documents prepared or obtained by Consultant in the course of performing the work and are required by this Agreement to be delivered to the City shall be the property of the City. Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City without restriction or limitation on their use.
19 16. Data Provided to Consultant. City shall provide to Consultant, without charge, all data, including reports, records, maps and other information, now in the City’s possession which may facilitate the timely performance of the work described in Exhibit A.
17. Consultant’s Warranties and Representations.
Consultant warrants and represents to City as follows:
A. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.
B. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Ag reement. Upon any breach or violation of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. Consultant has no knowledge that any officer or employee of the City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the Consultant, and that if any such interest comes to the knowledge of Consultant at any time, a complete written disclosure of such interest will be made to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws.
D. Upon the execution of this Agreement, Consultant has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this Agreement, nor shall any su ch interest be acquired during the term of this Agreement.
18. Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California.
Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
20 C. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded.
19. Exhibits.
The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety:
Exhibit “A” Scope of Services and Rates Schedule
20. Governing Law.
This Agreement shall be governed by the laws of the State of California.
21. Effective Date.
This Agreement shall become effective as of the date set forth below on which the last of the parties, whether City or Consultant, executes said Agreement.
[Signatures begin on next page.]
21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
C
ITY OF LANCASTER
LANCASTER, CALIFORNIA
By
:
T rolis Niebla, City Manager
Da
ted:
_______
__________________________
By
:
( Name, Title)
Da
ted:
A
TTEST:
City Clerk
AP
PROVED AS TO FORM:
City Attorney