ORANGE CIVIC CENTER · 300 E · CHAPMAN AVENUE · ORANGE, CA 92866
REQUEST FOR PROPOSAL
for
On-Call Signal and Lighting Emergency Repair
Services
Table of Contents
REQUEST FOR PROPOSAL FOR ON-CALLSIGNAL AND LIGTHING EMERGENCY REPAIR SERVICES ..................................................................................................................................................... 1 PROPOSAL SUBMITTAL ..................................................................................................................... 1 Tentative Schedule of Events: ................................................................................................................ 1 PROJECT BACKGROUND ................................................................................................................... 1 THE CONTRACTOR’S PROPOSAL .................................................................................................... 2 PROPOSAL PREPARATION EXPENSES ........................................................................................... 2 CITY’S RESERVATIONS OF RIGHTS ................................................................................................ 3 SELECTION CRITERIA ............................................................................................................................... 4 PROPOSAL EVALUATION ................................................................................................................. 4 ATTACHMENTS .......................................................................................................................................... 6 A - Scope of Work
B – Sample Professional Services Agreement
1 REQUEST FOR PROPOSALS FOR ON- CALL SIGNAL and
LIGHTING EMERGENCY REPAIR SERVICES
The City of Orange, Public Works Department, hereby requests proposals from qualified firms to provide emergency repair services for devices within the traffic signal and street lighting systems.
PROPOSAL SUBMITTAL
Contractor’s proposal and a separate fee proposal must be submitted by 4 :00 pm, June 30, 2020. On March 16, 2020, the Orange City Council approved a Declaration of Local Emergency in response to the COVID -19 health threat, ratifying a similar declaration by the Orange County Board of Supervisors and an Executive Order issued by California Governor Newsom. In light of the requirement that all public gatherings are prohibited and the general directive that people remain at home, effective immediately and until further notice, the City of Orange adopts the following submittal procedures:
All prospective proposers shall submit their proposals by the deadline either online or by courier. If submitted online, proposals must be in the following format:
o Proposals shall be submitted using the City’s Seamless Documents form. The link to access the form is:
https://orangeca.seamlessdocs.com/f/RequestforBidandRequestforProposalSubmittalForm o The RFP No. shall be: 190-59. Project Name/Title shall be: RFP 190-59 ON-CALL SIGNAL AND LIGHTING EMERGENCY REPAIR SERVICES – 2020.
o There shall be two separate attachments, in PDF format only, to your Submittal Form:
Attachment 1 labelled RFP 190-59 ON-CALL SIGNAL AND LIGHTING EMERGENCY REPAIR SERVICES - Your Company Name – Attachment 1.pdf:
consisting of all pages of the proposal
If proposals are sent via United States mail, please be advised that the City picks up mail from Post Office at 7 a.m. each day. Delivery to the Post Office on June 29 after 7 a.m. will not result in a timely submittal.
Proposals submitted by mail shall include the original plus three (3) copies and one PDF file on a flash drive. All proposals submitted by mail should be delivered to the City of Orange, Public Works Department- Traffic Division, 300 E. Chapman Avenue, Orange, CA 92866, to the attention of Mr. Jimmy Rocha, Traffic Operations Superintendent . Please clearly mark the packages as: RFP 190-59 ON-CALL CITYWIDE SIGNAL AND LIGHTING EMERGENCY REPAIR SERVICES – 2020.
Tentative Schedule of Events:
June 16, 2020 .....................Public Works issues Request for Proposal June 30, 2020 .....................Proposal due by 4:00 pm July 6, 2020 ........................City Staff selection of Contractor July 14, 2020 ......................Award Contract
PROJECT BACKGROUND
The City of Orange traffic operation has expanded in both size and technology over the past few years.
There are currently one hundred fifty-four (154) traffic signals, forty-four (44) warning flashers and over 7,000 street lights within or partially within the City of Orange, all under the City’s maintenance. The 2 existing controllers are either ASC3, or Cobalt. The City’s current Traffic Management System is Centracs with camera control, intersection graphics and status inf ormation (controllers operating in Centracs are Econolite ASC3, and Cobalt controllers).
The system has been incorporated into the Traffic Management Center (TMC) with associated City Traffic Operations offices located at 637 West Struck Avenue. The City’s traffic operation includes four in-house Signal Technicians who maintain the traffic signals, CCTV cameras, traffic signal controllers, cabinets, and all appurtenant systems. A Traffic Operations Superintendent oversees the Traffic Signal Technicians and is responsible for administration of the signal and lighting emergency response services contract.
The Traffic and Transportation Division of the Department of Public Works is responsible for all traffic signal maintenance in the City where responsibi lity is categorized as Routine Maintenance, Corrective Maintenance, and Emergency Response Services. Routine Maintenance is performed by the City Traffic Signal Technicians who are responsible for preventive maintenance and associated operation of the traffic signal controllers and cabinet equipment. City staff also perform most corrective maintenance activities, with support from the maintenance contractor. Most emergency repairs, including, but not limited to knock downs, cabinet fires, complex trouble shooting, are handled by the contractor. Historically, the value of services provided through this and similar contracts is around $60-$80k annually.
The traffic signal maintenance contractor selected as a result of this proposal will generally perform “Emergency Response Services .” Emergency Response Services is defined as all responses due to accidents, Acts of God, electrical malfunction, or other emergency action as specified by the Tr ffic and Transportation Division. This definition is detailed in the scope of work. There is no preventive maintenance work anticipated to be performed by the contractor.
The agreement resulting from this Request for Proposal (RFP) shall be for an initial three year term, and may be renewed for one additional two -year term by mutual agreement between the City and the Contractor. The value of services rendered shall not exceed $80,000 per year
THE CONTRACTOR’S PROPOSAL
In order to maintain uniformity o f the proposals, the Contractor shall discuss and organize topics outlined in the following order:
Cover Letter
Background and understanding of the scope of services Contractor’s Qualifications, Personnel and Equipment
Experience and references
Agreement to insurance requirements
Proposed Labor and Equipment costs to perform the scope of work
The proposal discussing the topics above shall contain no more than fifteen (15) pages on 8½”x11” sheets, hardbound cover, GBC bound. Text font size shall be no smaller than 10 points. Supplementary sheets including resumes may be inserted at the end of the proposal.
The following information must be discussed/included in the topics of the proposal:
1) A list of individuals who will be performing Emergency Response Services for the City of Orange, the superintendent responsible, and brief statement of their qualifications and past related 3 experience with traffic signal maintenance. If at any time this list should change, the Contractor must notify the Traffic Operations Superintendent or designee within two (2) weeks.
2) The proposal should clearly demonstrate the Contractor’s ability to successfully perform traffic signal maintenance/emergency response services for the City of Orange withi n the response time indicated and the quality workmanship expected.
3) The Contractor shall have a close, professional, and communicative working relationship with City staff throughout the duration of the contract.
4) The Contractor shall provide, in a separa te sealed envelope, an hourly rate cost estimate for all required labor and anticipated equipment.
PROPOSAL PREPARATION EXPENSES
This RFP does not commit the City to pay any costs incurred in the preparation of a response. The City reserves the right to reject any or all submitted proposals.
The City reserves the right to withdraw this RFP at any time for any reason. All firms submitting a proposal will be duly notified of any change in the status of this RFP.
CITY’S RESERVATIONS OF RIGHTS
This RFP and the proposal evaluation process do not:
Obligate the City to accept or select any Proposal; or Constitute an agreement by the City that it will actually enter into a Contract with any Proposer.
When it best serves the City’s interests, the City may do any one or more of the following:
Reject any Proposal or all Proposals at its sole discretion. Extend the deadline for accepting Proposals.
Accelerate the pace of the RFP process if only one or a handful of Proposals is received. Waive any or all information, defects, irregularities, or informalities in a Proposal. Accept amendments to Proposals after the Proposal Deadline. Revise, change, or amend the RFP’s evaluation or selection criteria before the Proposal Deadline.
Cancel, withdraw, revise, change, amend, or negotiate the terms of this RFP, the proposed Contract, or both.
Reissue a RFP.
Conduct one or more oral interviews.
Visit a Proposer’s business or facilities.
Examine financial records of a Proposer to the extent necessary to ensure financial stability. Make a partial award.
Negotiate with one or more Proposers.
Award a Contract to one or more Proposers.
Require a best and final offer from one or more Proposers.
4 SCOPE OF SERVICES
See Exhibit A, Scope of Services
SELECTION CRITERIA
Submittals will be evaluated on the basis of their response to the provisions of this RFP. Award of this contract, if made, will be on the basis of the Contractor’s qualifications/experience, quality of submittal, understanding of the scope/methodology and the fee proposal. In addition to the written proposal, the City may choose to conduct oral interviews. The City will establish a specific date to conduct interviews and no other dates will be provided.
Selection of the Contractor will be based on the following criteria:
PROPOSAL EVALUATION
100 Points Possible
1) Qualification and Experience - 40 points
a. The Contractor demonstrated record of success and familiarity with projects of similar scope, complexity and magnitude.
b. The experience and expertise of the personnel for the project and services. c. Quality/experience of the project team.
d. Ability to provide a broad range of related expertise consistent with the requirement of this RFP.
2) Quality of Submittal - 15 points
a. Clarity and simplicity.
b. Responsiveness to the requirements of the RFP.
c. Organization, format and understandability of the RFP.
3) Understanding of Project Scope and Methodology - 15 points a. Demonstrated the understanding of the project’s scope and objectives. b. Use of logical, proven methodology or analyzing information, carrying out the tasks described in the proposals and developing the project/service deliverables. c. Incorporate innovated and unique solutions into the project.
4) Fee Proposal - 30 points
a. Price is a factor, but is not considered the primary selection criterion. b. Provide costs for personnel and equipment necessary to execute scope of services
5 ATTACHMENTS
A) Scope of Services
B) Sample Professional Services Agreement
6 ATTACHMENT A
SCOPE OF WORK
SIGNAL AND LIGHTING EMERGENCY REPAIR SERVICES
Description and Location of Work
The work to be done consists in general of on-call emergency response services for traffic signal systems, flashing lights, highway safety lighting and street lighting systems for the various locations that are the responsibility of the City of Orange.
Administrative Requirements
Facilities
The Contractor shall have available and readily accessible all required tools, equipment, apparatus, facilities, skilled labor services and materials to perform all work necessary to make a permanent or temporary repair for traffic signal systems, flashing lights and highway safety lighting in a proper workman-like manner. The Contractor shall also maintain a single local telephone number where he can be reached 24 hours a day, seven days a week.
Personnel
Technicians provided by the Contractor to perform work under this contract shall have minimum certification as a LEVEL II TRAFFIC SIGNAL TECHNICIAN issued by the International Municipal Signal Association (IMSA). The certification must be held in good standing and shall be maintained current throughout the entire duration of the contract.
Response Criteria for Requested Services-Emergency Response/Spare Equipment Requirements
Emergency Response Services are top priority safety concern. When notified by the City to respond to an emergency situation, the Contractor shall be at the site immediately with all possible haste within ONE (1) hour of first notification.
The following events shall establish an emergency condition and the following action shall be taken:
Failure or malfunction of the traffic signal system or interruption of normal signal operations whether caused by damage from vehicle collisions, Acts of God, civil disorder, malicious mischief or other similar circumstances. Under these conditions the Contractor shall use all the labor and materials necessary to immediately restore a safe and efficient operation of the City’s traffic signal and highway lighting system.
Generally, emergency maintenance involves the replacement of equipment damaged by Acts of God, civil disorder, vehicle collisions or vandalism, but such replacements may also stem from obsolescence or other unusual factors.. The following list identifies the most common items of this work.
1. Install replacement signal poles and/or mast-arms.
2. Install replacement signal heads and frame work.
3. Install replacement cabinet assemblies.
7 4. install replacement LED signal or pedestrian indication (countdown) assemblies.
5. Respond to street lighting related issues such as: pole knock downs, overhead wiring issues, and new pole footings
6. Replace damaged signal wire with cable
Occasionally, miscellaneous work, including, but not limited to, furnishing and/or installing various traffic signal equipment/components, checking operations and troubleshooting, and performing repairs, may be required.
A final repair, if necessary, will be completed in one of two following methods:
a) City signal maintenance crew with City supplied signal equipment. b) If City requests, the Contractor will submit to the City a cost estimate (labor only) for repair .
The Ci ty will evaluate the estimate to determine an appropriate action. (City would supply signal equipment).
No change of control mechanisms shall be done without prior approval of City. In the event a change is necessary to respond to an emergency, the Contr actor shall notify City by telephone within 24 hours of the next working day that equipment was removed and replaced with approved spare equipment.
Emergency calls, which require the replacement of equipment, will not require prior written approval of the City before such replacements are commenced.
In the event the failure, malfunction or interruption is caused by a power outage , the Contractor shall respond to the location to ascertain the blacked out condition; check with the serving utility provider f or an anticipated power restoration time; activate the red flash switch in the cabinet and erect temporary STOP signs (minimum 2 per leg) on all intersection approaches, turn off power at service location (Contractor may then leave the intersection); conti nue monitoring the outage with the power company; return to the intersection once power is restored; turn power on at service location ; take down the temporary STOP signs and return the intersection to normal operation. Note: On widespread outages, Contractor may not have sufficient STOP signs for all affected intersections and will therefore only be required to erect temporary STOP signs on the fringes of the power outage.
Note: 125 of the signalized intersections are equipped with battery backup systems (BBS). A signalized intersection will operate for a minimum two (2) hours on batteries with additional intersection flash of approx. 4-6 hours, available in the event power is lost.
Whenever any traffic signal indications at any location burn out such that less than two indications for any one direction of travel are functional the Contractor shall immediately replace the burned out LEDs.
Any appurtenant traffic signal equipment su ch as safety lights, traffic signal heads, illuminated reflectorized street name signs affixed to the signal mast arm or pole, or other such devices reported to be knocked down, dangling, or otherwise creating a public safety hazard shall be immediately re paired or removed in order to eliminate the unsafe condition. The Contractor shall promptly schedule any equipment removed for temporary replacement.
8 Traffic Signal Turn-Offs and Turn-Ons
The Contractor shall notify City at least 48 hours in advance of any scheduled turn-off/turn-ons necessitated by the Contractor’s operations. The Contractor shall erect two STOP signs at limit line and one advance Stop Ahead and Prepare to Stop signs on each approach of the intersection to provide all - way STOP control while the traffic signal is turned off. The placement and remov al of the temporary STOP signs shall be completed while the signal is in a red flash condition. The Contractor shall make every effort to schedule shut downs only between the hours of 9:00 a.m. and 3:00 p.m. unless otherwise approved by the Traffic Operations Superintendent.
Record Keeping and Reporting
The Contractor shall keep a current, permanent operational record of each and every piece of traffic control or safety equipment, which the Contractor is required to maintain on an emergency response basis by this contract. These records shall be kept at each maintained location on an “emergency response service chart” or similar form approved by the City. The chart shall include the company identificati on, call back telephone numbers, date, time, narrative of any deficiencies encountered, and detail of any corrective action taken. Entire record shall be made in indelible ink and shall be initialed by the technician making the entry.
The Contractor shall keep one complete set of records for all locations noting all inspections and repair completed. A separate daily log or diary for every person and vehicle employed on this contract shall also be maintained. Said log or diary shall full describe the work or service performed by each individual or piece of equipment and show all chargeable time to this contract for every 24-hour period.
The Contractor shall submit reports covering one calendar month’s activities by the fifteenth (15th) day of the month immediately following the reporting period. These monthly activity reports shall be submitted for the entire duration of this contract and shall include the following information: location where service was provided; date and approximate t ime when service was performed; and reason for said service.
Description of service and whether it is routine or emergency shall be noted. These reports shall be sorted by location and submitted in duplicate. City may require further sorting by type of service, etc.
The Contractor shall also submit an annual activity report adhering to the monthly format but covering the entire activities of the previous contract year.
Testing
The Contractor shall have available adequate skilled personnel and proper laboratory testing facilities to perform inspections of controller mechanisms, including traffic signal controllers, conflict monitors, auxiliary equipment and traffic control appurtenances.
All t esting shall conform to the following: Most current NEMA Specification TS -1 and/or TS -2 (as appropriate); Section 86-2.14, “Testing,” of the Caltrans Standard Specifications referenced in Part II of the Contract Agreement; the “Acceptance Test Manual Type 90 Traffic Signal Control System” published by the Caltrans Laboratory, or latest edition. Copies of laboratory reports showing repairs to traffic control equipment shall be submitted to City on an annual basis. 9 Parts - City Supplied
The City reserves the right to supply the Contractor with any traffic signal parts, component or assembly needed for repair or replacement of a malfunctioning or damaged traffic signal.
Payment for Emergency Response Services
The City will compensate the Contractor for the emergency response services per hour, per man, per truck, and equipment. The City may request a permanent/final repair to be followed to a temporary repair, which in that case the Contractor shall submit to the City a written cost estimate. The City reserve the right to reject the cost proposal and have some other qualified contractor with more feasible cost estimate to do the final repair.
Maintain Traffic and Detours
The Contractor shall provide and maintain all signs, barricades, pedestals, flashers, delineators and other necessary facilities, as needed, for the protection of the motoring public within th e limits of any repair area. The Contractor shall use WATCH and the “ Manual of Traffic Controls for Construction and Maintenance Work Zones ”, as published by the State of California, Department of Transportation, and California Manual on Uniform Traffic Control Device (MUTCD).
Access to private properties shall be maintained at all times during repair whenever practical.
The Contractor shall maintain one lane (11 -foot) of traffic in each direction at all times for local streets, and two lanes (11-foot) in each direction at all times or major arterials. On major arterials one (10 -foot) left-turn lane in each direction of travel will be maintained at all times. Portable delineators shall be spaced as necessary for proper delineation of the travel way. The maximum spacing between delineators shall not exceed 50 feet.
Payment for traffic control and detours shall be considered included in the hourly rate cost and anticipated equipment to be provided by Contractor. No additional compensation will be allowed thereof.
RESPONSIBILITIES OF THE CONTRACTOR
Prevailing Wage Rates
Pursuant to California Labor Code Section 1770 -1781 et seq., the work described herein is a “public work”. Hence, the Contractor shall abide by all applicable sections of the California Labor Code including Sections 1770 -1781, et seq. rel ative to payment of prevailing wages for traffic signal maintenance activities. In accordance with the provisions of Labor Code Section 1773, the general prevailing rates of per diem wages and holiday and overtime work in the locality in which the Work is to be performed shall be in accordance with the rates posted on the Department of Industrial Relations (DIR) website, found at http://www.dir.ca.gov/dirdatabases.html. The Contractor, and any subcontractor under him, shall pay not less than the specified prevailing rates of wages to all workers employed in the performance of thi s Contract.
10 The City reminds all contractors and subcontractors of the adoption of SB 96, and advises them to understand and comply with the requirements as set forth on the DIR website at http://www.dir.ca.gov/Public-Works/PublicWorks.html. The City requires all contractors and subcontractors to be registered with the DIR prior to submitting a proposal per Labor Code Section 1771.1(a). Subject to the exceptions set forth in Labor Code Section 1725.5, proposal from contractors that are not currently registered will be deemed nonresponsive. Further, the City will not award a contract to and no contractor or subcontractor will be allowed to work on City’s traffic-related electrical devices unless they are registered with the DIR pursuant to Labor Code Section 1725.5. Please visit the DIR website for further information.
Certified Payroll Reports, Statement of Compliance and Fringe Benefit Statement must be signed by President or Owner of the Company including all subcontractors. Contractor may submit a letter of authorization for authorizing an individual such as, payroll officer, office manager, and secretary to sign all certified payroll reports. This letter must be submitted with the first certified payroll report.
Apprentices and Fair Employment Practices
Attention is directed to the provisions in Section 1777.5 and 1777.6, and Division 3, Chapter 4 of the California Labor Code concerning fair employment practices and the employment of apprentices by the Contractor or any sub -contractor under him. The Contractor and any sub -contractor under him shall comply with the requirements of said sections in the employment of apprentices, and fair employment practices.
Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, Ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards or its branch offices.
Insurance Requirements
Contractor shall submit insurance certificates, per the attached checklist and examples, for the proposal to be valid and acceptable. The top rated contractor shall be notified and requested to submit within 5 working days insurance endorsements prior to f inal selection. Failure to respond within specified time limits shall result in selecting the next best -rated contractor. It shall not be the City’s responsibility to contact your insurance company and/or broker. The requirements are as follow:
Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. The insurer shall waive its rights to subrogation against City, its officers, agents and employees, and shall issue a cert ificate and endorsement to the policy evidencing same.
Contractor shall maintain during the life of this Agreement, comprehensive general liability insurance or commercial general liability insurance written on an occurrence basis providing for a limit of at least $1 million.
Contractor shall maintain during the life of this Ag reement, automotive liability insurance covering all owned, non-owned and hired automobiles providing for a combined single limit of at least $1 million.
Each policy of general liability and automotive liability shall provide that City, its officer, agents, and employees are declared to be additional insureds under the terms of each policy, but only with respect to 11 the Work performed by Contractor under this Agreement. Policy endorsement to that effect shall be provided to the City along with the executed original of the certificate of insurance . In lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the City is an additional insured as a contracting party.
The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
Before Contractor performs any work or prepares or delivers any materials, Consultant shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforemention ed workers’ compensation, general liability and automotive insurance coverage on forms acceptable to City, which shall provide that the insurance in force will not be canceled, modified or allowed to lapse without thirty (30) days prior written notice to City.
All insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide.
Contractor shall immediately notify the City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by the City. In such a case, the City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting there from, by way of set-off from any sums owed Contractor.
Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to the City, on behalf of any insurer providing insurance to either the Contractor or to the City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. 12 ATTACHMENT B – Sample Professional Services Agreement
ORANGE CIVIC CENTER · 300 E · CHAPMAN AVENUE · ORANGE, CA 92866
PROFESSIONAL SERVICES AGREEMENT
[[Insert type of service] Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of ____________, 2020 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and [insert legal name of Contractor], a [insert the type of entity] (“Contractor”), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provided such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.
[Optional Provision:] [Insert Name and Position] (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this Agreement, shall not exceed [insert amount] DOLLARS and [##]/100 ($[insert amount]) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
b. All s uch invoices shall state the basis for the amount invoic ed, including services completed, the number of hours spent and any extra work performed. 14 c. [Alternative Provisions – choose one:] [(1) City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. ] [(2) City will pay Contractor the amount invoiced within thirty (30) days, but may withhold 10% of any invoice until all work is completed, which sum shall be paid within thirty (30) days of completion of the work and receipt of all deliverables.] [(3) City will pay Contractor the amount invoiced, but in no event shall pay more than 50% of the not to exceed price until all work is completed.] [(4) City will pay Contractor the amount invoiced within thirty (30) days of receipt of all deliverables.]
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.
4. Change Orders . No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. The amendment shall set forth the changes of work, extension of time, and adjustment of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement.
City shall not have the right to contro l the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long -term disabil ity or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agree ment. It is 15 understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work [Alternative Provisions – choose one:] [(1) within [insert number] ([##]) calendar days from such date ]; [(2) in accordance with the time period set forth in Exhibit “A” hereto ] or as otherwise agreed to by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.
12. [Optional Provision or Reserved] Liquidated Damages. Contractor shall pay City, or have withheld from monies due it, as liquidated damages, the sum of [insert amount] Dollars ($[insert amount]) per day for each and every calendar day’s delay in finishing t he work within the time specified, including any written extensions which may be granted, in writing, in accordance with this Agreement.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.
14. Products of Contractor . The documents, studies, evaluat ions, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt.
Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or 16 any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. [Optional provision:
Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement.]
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this A greement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active 17 negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.
b. [Optional Provision for agreements requiring professional liability insurance:] To the fullest extent permitted by law, Contractor agrees to indemnify and hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.
18. Insurance. [Note: The type and amount of Insurance depends on the nature of Contractor’s work. Please discuss with the City Attorney’s office and the Risk Manager before finalizing the contract and submitting it to the Contractor.]
a. Contractor shall carry workers’ com pensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) [insert amount] Million Dollars ($[amount]) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of [insert amount] Million Dollars ($[amount]); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.
18 e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respec t to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance.
In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured.
f. [Optional provision:] Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of [insert amount] Million Dollars ($[amount]) per claim.
Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as r equired by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.
i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a r ating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in Cali fornia so long as such insurer possesses the aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set -off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.
19 l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.
19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhol d any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records . In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably ful l and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have acces s to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls wi thin any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified preva iling rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that Contractor:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
20 (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all rel ated employment documentation records including, without limitation, the completion and maintenance of the Form I -9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely f ashion to any government inspection requests relating to immigration law compliance and/or Form I -9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.b.
e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.d.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 21 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission.
“CONTRACTOR” “CITY”
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Attn.: _______________
Telephone: Telephone:
E-Mail: E-Mail:
25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, bu t all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page]
22 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
[Insert name of contractor.] CITY OF ORANGE, a municipal corporation
*By: By:
Printed Name: [Insert “Rick Otto, City Manager” if Title: Contract does not require Council
approval or “Mark A. Murphy, Mayor” if
Contract requires Council approval.]
*By:
Printed Name:
Title: ATTEST:
Pamela Coleman, City Clerk [This attestation
provision need only be included when the
Mayor signs the Contract.]
APPROVED AS TO FORM:
(Senior/Assistant) City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
ORANGE CIVIC CENTER · 300 E · CHAPMAN AVENUE · ORANGE, CA 92866
EXHIBIT “A”
SCOPE OF SERVICES
[Beneath this sheet.]