NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for Automated Metering Infrastructure (AMI) Implementation Support Services.
Responses to this Request for Proposals (RFP) will be accepted until Friday, July 12, 2024, at 12:00 p.m.
Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system. It is the responsibility of the proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to this proposal due date and time.
Proposals shall NOT be mailed or sent via telegraphic, electronic or facsimile means.
All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID=20137 and on the City’s RFP Bid page at
www.santa-ana.org/bids-rfps. Proposers shall be responsible for monitoring PlanetBids and the Ci ty’s RFP Bid page to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal.
LETTER OF INTENT: As a courtesy to the City, all interested firms are encouraged to subm it a Letter of Intent of their pending proposal to the noted Project Manager by the required date as shown on the cover page of this RFP. Letters shall be sent via certified mail or email. A decision, by an interested firm, not to submit a Letter of Intent would not lead to the disqualification of the firm.
TABLE OF CONTENTS
I. GENERAL .......................................................................................................................................................................... 4 A. NATURE OF WORK: .......................................................................................................................................... 4 B. SUBMITTAL OF PROPOSAL: ........................................................................................................................... 4 C. PROPOSAL EVALUATION AND RATING: ..................................................................................................... 4 D. PROJECT FUNDING: ......................................................................................................................................... 5 E. TERM OF CONTRACT AGREEMENT: ........................................................................................................... 5 II. PROPOSAL TERMS AND CONDITIONS ..................................................................................................................... 5 A. EXAMINATION .................................................................................................................................................... 5 B. EXECUTION OF AGREEMENT........................................................................................................................ 5 C. PROPOSAL VALIDITY ....................................................................................................................................... 5 D. PRE-CONTRACTUAL EXPENSES .................................................................................................................. 5 E. JOINT OFFERS/SUBCONTRACTORS ........................................................................................................... 5 F. DIR REGISTRATION .......................................................................................................................................... 6 G. PREVAILING WAGE .......................................................................................................................................... 6 H. PREVAILING WAGE COMPLIANCE AND MONITORING ........................................................................... 6 III. INSTRUCTIONS TO PROPOSERS ............................................................................................................................... 7 A. CITY RESPONSIBILITIES ................................................................................................................................. 7 B. PROPOSER RESPONSIBILITIES.................................................................................................................... 7 C. REQUEST FOR INFORMATION OR CLARIFICATION ................................................................................ 7 D. ADDENDA ............................................................................................................................................................ 7 E. LICENSES & PERMITS ..................................................................................................................................... 7 F. INSURANCE ........................................................................................................................................................ 7 G. PAYMENT INFORMATION PACKET .............................................................................................................. 8 H. CITY RIGHT TO REJECT .................................................................................................................................. 8 I. PROTESTS .......................................................................................................................................................... 8 IV. SUBMITTAL REQUIREMENTS ...................................................................................................................................... 8 A. GENERAL ............................................................................................................................................................. 8
1. NUMBER OF COPIES AND SIGNATURE ........................................................................................ 8
2. DEADLINE ............................................................................................................................................. 8 B. PROPOSAL CONTENTS ................................................................................................................................... 9
1. STATEMENT OF QUALIFICATIONS ................................................................................................ 9
2. FEE SCHEDULE ................................................................................................................................. 10
4. CERTIFICATIONS .............................................................................................................................. 10 V. PROPOSAL REVIEW (CONTRACTOR SELECTION) ............................................................................................. 10 A. EVALUATION AND RATING ........................................................................................................................... 10 B. SELECTION ....................................................................................................................................................... 10 VI. AWARD OF AGREEMENT............................................................................................................................................ 10 A. REQUEST FOR COUNCIL ACTION .............................................................................................................. 10 B. EXECUTION OF AGREEMENT...................................................................................................................... 10 VII. IMPLEMENTATION ........................................................................................................................................................ 11 A. NOTICE TO PROCEED ................................................................................................................................... 11 VIII. PUBLIC RECORDS ........................................................................................................................................................ 11
APPENDIX
ATTACHMENT 1: SCOPE OF WORK
ATTACHMENT 2: FEE SCHEDULE
ATTACHMENT 3: REFERENCES
ATTACHMENT 4: STANDARD AGREEMENT (SAMPLE)
ATTACHMENT 5: CERTIFICATIONS
I. GENERAL
The City of Santa Ana (“Santa Ana” or “City”) is the county seat and second most populous city in Orange County, California, with over 343,000 residents. It is the 64th most-populous city in the United States.
Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with more than 20 million residents in 2023.
A. NATURE OF WORK:
The City of Santa Ana is seeking qualified firms to provide implementation support services for the City’s Automated Metering Infrastructure (AMI) project, including, but not limited to, project management, software integration, data management, and performance analysis. The City of Santa Ana is seeking proposals from qualified firms with experience in performing these tasks for municipal utilities. The City intends to enter into agreements with a single firm to provide the described services. A detailed Scope of Work is included in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP.
B. SUBMITTAL OF PROPOSAL:
Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system. It is the responsibility of the proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to this proposal due date and time.
The Fee Proposal shall be submitted separately and electronically to the PlanetBids system prior to this proposal due date and time.
C. PROPOSAL EVALUATION AND RATING:
The criteria for evaluating the proposals submitted will take the following items into consideration:
• Firm/Team Experience 25%
• Understanding Scope of Services 30%
• Relevant Project Experience 25%
• Fee 10%
• References 10%
The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above.
A final score will be calculated for each submitted proposal and used to rank the proposers.
D. PROJECT FUNDING:
Project is funded with Water Enterprise funds.
E. TERM OF CONTRACT AGREEMENT:
This term is outlined in the Standard Consultant Agreement, as contained in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP.
II. PROPOSAL TERMS AND CONDITIONS
By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below:
A. EXAMINATION
Proposer represent s that it has thoroughly examined and become familiar with the services and responsibilities required in this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated.
B. EXECUTION OF AGREEMENT
The City and the selected Proposer will enter into an Agreement similar to that as shown in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate.
C. PROPOSAL VALIDITY
Services, pricing and warranties indicated in a respondent’s Proposal must be valid for a period of 120 days after the submission of the Proposal.
D. PRE-CONTRACTUAL EXPENSES
Santa Ana shall not, in any event, be liable for any pre-contractual expenses incurred by Proposers in the preparation of its proposal.
E. JOINT OFFERS/SUBCONTRACTORS
Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub-Contractor basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of sub- Contractors be offered, the Proposer shall provide the same assurances of competence for the sub- Contractor plus the demonstrated ability to manage and supervise the subcontracted work. Sub- Contractors shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-Contractors in the same manner as the Proposer.
F. SAFETY PROGRAM REQUIREMENTS
Work Site Safety shall be as defined by the Standard Specifications and these special provisions:
The Proposer shall be solely responsible for ensuring that all work performed under the contract is performed in strict compliance with all applicable Federal, State and local occupational safety regulations. The Consultant/Contractor shall provide at its expense all safeguards , safety devices and protective equipment, and shall take any and all actions appropriate to providing a safe Project site.
The following is required in addition to the requirements of the Standard Specification:
a. The Proposer shall train all employees, or subcontractor personnel in the work practices necessary to safely perform his or her job.
b. The Proposer shall identify all known potential hazards related to the work performed and train all employees and subcontractor personnel on how to handle the potential hazards.
c. The Proposer, their employees and subcontractors shall follow all safety rules and safe work practices.
d. The Proposer will immediately notify the City of any significant and/or unusual hazards found during the course of work.
e. The Proposer shall submit copies of Safety Data Sheets (SDS) for all hazardous materials to be utilized on site in the performance of work. The Proposer is solely responsible for the legal disposal of hazardous waste generated in the performance of their work.
Safety Indemnification: To the extent allowed by law, the Proposer agrees to defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all investigations, complaints, citations, liability, expense (including defense costs and legal fees), claims and/or causes of action for damages of any nature whatsoever, including but not limited to injury or death to employees of the Proposer, its subcontractors or City, attributable to any alleged act or omission of the Proposer or its subcontractors which is in violation of any Cal OSHA regulation. The obligation to defend, indemnify and hold harmless includes all investigations and proceedings associated with purported violations of Section 336.10 of Title 8 of the California Code of Regulations pertaining to multi-employer work sites. The City may deduct from any payment otherwise due the Proposer any costs incurred or anticipated to be incurred by the Agency, including legal fees and staff costs, associated with any investigation or enforcement proceedings brought by Cal OSHA arising out of the assigned work.
III. INSTRUCTIONS TO PROPOSERS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein.
B. PROPOSER RESPONSIBILITIES
Point of Contact : The selected proposer will assume responsibility for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.
Evidence of Financial Capacity : Proposer may be requested to submit its most recent audited financial statement, evidencing proposer’s financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity.
C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made in writing via PlanetBids portal by or before the “Deadline for Requests for Information” date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP, as indicated below in SUB - SECTION D “ADDENDA”.
D. ADDENDA
Any changes in RFP from the date of release to date of s ubmittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids https://vendors.planetbids.com/portal/20137/portal-home .
E. LICENSES & PERMITS
The selected Proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana.
Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work.
F. INSURANCE
The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award.
G. PAYMENT INFORMATION PACKET
The selected Proposer shall return a completed paym ent information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City’s website: www.santa-ana.org/bids- rfps.
H. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise.
The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal.
The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful Proposer and the City shall assume no liability of such subcontractors.
I. PROTESTS
Proposers with concerns or rebuttal of any staff determination of non- responsiveness or non-responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder.
IV. SUBMITTAL REQUIREMENTS
A. GENERAL
1. NUMBER OF COPIES AND SIGNATURE
Refer to SECTION I “GENERAL” above.
2. DEADLINE
Proposals are due, to the City of Santa Ana (via PlanetBids submittal), at the date and time set forth above in the Notice Inviting Proposals.
B. PROPOSAL CONTENTS
A responsive proposal shall contain the following documentation:
1. STATEMENT OF QUALIFICATIONS
The Statement of Qualifications shall be limited to a MAXIMUM of (1 0) DOUBLE - SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11” x 17”. The Statement of Qualifications includes the following:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity.
b. Agreement Statement
Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. c. Firm and Team Experience
Proposal shall include a profile of the firm’s experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and a description of the organization. The project manager/principal agent shall be the primary contact person to represent your firm.
d. Understanding Scope of Services
Proposal shall include an outline, which demonstrates the firm’s understanding of the scope of services and relevant experience per forming relative tasks . This outline should include anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of.
e. Relevant Project Experience
Proposal shall include a list of relevant projects which your firm or personnel have completed within the last five (5) years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. f. References
The Proposer shall include references for three public entities for which Proposer has performed similar work within the past five (5) years.
2. FEE SCHEDULE
Proposer’s fee schedule shall be submitted concurrently with the technical proposal, but in a separate submission to the PlanetBids system . This shall include the fir m’s Standard Hourly Fee Schedule as stated in the Appendix: Attachment 2: Fee Schedule.
Where fees are NOT included as part of evaluation criteria, the fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the Consultant based on qualifications, and then negotiate a contract price based on available funding.
Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened and reviewed concurrently with the proposal, and weighted per the percentage identified in SECTION I “GENERAL” above.
3. CERTIFICATIONS
The following forms, included in ATTACHMENT 5: CERTIFICATIONS in the Appendix of this RFP, shall be signed and included as part of the proposal submittal package:
• Non-Collusion Affidavit
• Non-Lobbying Certification
• Non-Discrimination Certification
V. PROPOSAL REVIEW (CONTRACTOR SELECTION)
A. EVALUATION AND RATING
Refer to SECTION I “GENERAL” above.
B. SELECTION
The committee may interview the top-ranking proposers. The City will recommend award of the agreement to the proposers who will provide the best quality and value to the City.
City reserves the right to begin negotiations and enter into an agreement without interview or further discussions.
VI. AWARD OF AGREEMENT
A. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City.
B. EXECUTION OF AGREEMENT
A sample standard agreement is included as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. “Proposer” will hereinafter be referred to as
“Consultant” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved.
VII. IMPLEMENTATION
A. KICK-OFF MEETING
A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process.
B. NOTICE TO PROCEED
Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved.
VIII. PUBLIC RECORDS
All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act.
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
Appendix
ATTACHMENT 1: SCOPE OF WORK
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
SCOPE OF WORK
INTRODUCTION AND BACKGROUND
The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.2 square miles and a population over 343,000 people. The City of Santa Ana Public Works Agency – Water Resources Division oversees and maintains the daily operations of the Water System and Sanitary Sewer System. The City of Santa Ana’s water system has an average day demand of about 43 MG with approximately 45,500 metered service connections.
The City is currently in the process of implementing Automated Metering Infrastructure (AMI) for all of its metered water service connections. Communications equipment has been installed and the installation of meters is ongoing. However, t he City of Santa Ana Public Works Agency desires to engage professional firms to provide additional support for the project in the areas of project management, systems integration and data analysis, and quality assurance field inspection services. The primary emphasis will be assisting City staff with testing data and system functionality to validate that the delivered systems can support the City’s daily business and user requirements. Specifications for the project can be found in the agreement with the project’s prime contractor here:
https://publicdocs.santa-
ana.org/WebLink/DocView.aspx?id=125140&searchid=ac4e8f00-1d6c-476a-ba09- cde533ca092c&dbid=1. Existing knowledge of the Sensus Regional Network Interface (RNI), enQuesta Customer Interface System (CIS), and SmartWorks Compass Meter Data Management (MDM) system is required.
CONTRACTOR RESPONSIBLITIES
The Consultant shall provide all labor, materials, services, and equipment necessary for the completion of the work entailed herein. All work shall be in accordance with applicable trade practices, workmanship, meet warranties and shall conform to all applicable laws, c odes and regulations. Business hours are considered from 7:00 A.M. to 5:00 P.M. (Monday through Friday). Any time outside of business hours of operation may be considered after hours/weekends.
All work will be scheduled upon confirmation of scope and cost and completed within the time agreed upon for each specific item of work. The Consultant may not begin work before receiving a written Notice to Proceed by the City’s Project Manager. All services, equipment and materials provided by the Consultant must be in accordance with all applicable Federal, State and local regulations, laws, and codes.
DESCRIPTION OF WORK
The consultant will be expected to develop a work plan in order to provide support in the following areas:
1. Project Management.
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
a. Support City staff in managing overall scope of work by prime contractor and subcontractors to ensure that all project tasks are executed, and provide advice and recommendations on how to address project-specific issues that may arise; b. Conduct weekly status meetings with City staff and contractors/vendors for overall project and/or systems integration performance and progress.
2. System Testing.
a. Coordinate with vendors to ensure configuration of systems are delivered and working to specifications;
3. Reporting.
a. Review daily reports to ensure communication systems are responsive; b. Investigate and/or recommend actions for City or contractor to take to make corrections.
4. Validation of Reads.
a. Review and analyze daily reporting data to ensure validity of reads received.
5. Quality Assurance and Field Inspection Services.
a. Perform in-field installation quality audits of meter installations, including checking for post-installation leaks;
b. Perform data quality audits using installation contractor’s work order management software to verify meters are installed correctly.
CITY RESPONSIBILITIES
The City will provide access to the information in its possession and systems/software platforms relevant to the preparation of the required information in the RFP. Selected consultant is expected to perform a substantial review of the project’s schedule and milestones to-date, and be familiar with all software platforms and data sources being utilized.
SUBCONTRACTORS
The use of Subcontractors is allowed, but will require approval by City prior to start of any assigned work. When a Subcontractor performs all or any part of the work, a markup shall be applied to the Subcontractor’s actual cost of such work. The Contractor may add a markup of 10 percent on the first $5,000 of the subcontracted portion of the extra work and a markup of 5 percent on work added in excess of $5,000 of the subcontracted portion of th e work may be added by the Contractor.
---End of SCOPE OF WORK Section.---
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
Appendix
ATTACHMENT 2: FEE SCHEDULE
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix:
Attachment 1) and am familiar with the scope of work . I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials w ill be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing.
Prior to commencement of services, Consultant shall provide separate quotes, upon request by the City, which shall be approved by the City’s Public Works Agency.
Note: This contract is subject to prevailing wages.
COMPLETE LEGAL NAME OF COMPANY TAXPAYER I.D. NO.
BUSINESS ADDRESS STREET CITY/STATE ZIP CODE
X
SIGNATURE OF AUTHORIZED AGENT NAME (PRINT) TITLE
EMAIL ADDRESS PHONE NUMBER
CSLB NUMBER DIR REGISTRATION NUMBER
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
Appendix
ATTACHMENT 3: REFERENCES
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications.
Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.
Reference
Customer Name:_________________________ Contact Individual: ____________________________
Address: _______________________________ Phone Number: ______________________________
_______________________________ Facsimile Number: ____________________________
Contract Amount: ________________________ Year: ______________________________________
Description of supplies, equipment, or services provided:
____________________________________________________________________________________
Reference
Customer Name:_________________________ Contact Individual: ____________________________
Address: _______________________________ Phone Number: ______________________________
_______________________________ Facsimile Number: ____________________________
Contract Amount: ________________________ Year: ______________________________________
Description of supplies, equipment, or services provided:
____________________________________________________________________________________
Reference
Customer Name:_________________________ Contact Individual: ____________________________
Address: _______________________________ Phone Number: ______________________________
_______________________________ Facsimile Number: ____________________________
Contract Amount: ________________________ Year: ______________________________________
Description of supplies, equipment, or services provided:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
Appendix
ATTACHMENT 4: STANDARD AGREEMENT (SAMPLE)
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
CONSULTANT AGREEMENT (SAMPLE)
CITY OF SANTA ANA
THIS AGREEMENT is made and entered into this ___ day of ______, 2024 by and between ________________________________________, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
A. The City desires to retain a Con sultant having special skill and knowledge in the field of professional planning and implementation services for Automated Metering Infrastructure.
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Con sultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $XXX,XXX, during the term of this Agreement, including any extension periods exercised under Section 3.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set for th in the Recitals which may reasonably be
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
expected by City.
3. TERM
This Agreement shall commence on the date first written above for a three- year term with the option for the City to grant a single two-year renewal, exercisable by a writing by the City M anager and City Attorney, unless terminated earlier in accordance with Section 16, below.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects.
If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, dr awings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under
City of Santa Ana - RFP 24-085
AMI Implementation Support Services
this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
7. INSURANCE
Prior to undertaking performance of work under this A greement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the C ity, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate.
Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker’s Compensation Insurance. In accordance with the provisi ons of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s compensation or to undertake self -insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
City of Santa Ana - RFP 24-085
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e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. Thi s indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the term s of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a thi rd party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
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AMI Implementation Support Services
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemni fy the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is c overed by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services
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specified under this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
14. EXCLUSIVITY AND AMENDMENT
This Agreement repres ents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or other wise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be cons trued to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City.
16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City
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unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California.
Both parties further agree that Oran ge County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
19. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
21. NOTICE
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Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
To Consultant:
First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:
A party may change its address by giving notice in writing to the other party.
Thereafter, any communication shall be addressed and transmitted to the new address.
If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
Nabil Saba, P.E.
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-5635
Sonia R. Carvalho
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-6515
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nunez
City Clerk Acting City Manager
APPROVED AS TO FORM: CONSULTANT:
SONIA R. CARVALHO
City Attorney
By:
City Attorney Name
City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:
Nabil Saba, PE
Executive Director
Public Works Agency
Name:
Title:
Tax ID#
City of Santa Ana - RFP 24-085
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APPENDIX
ATTACHMENT 5: CERTIFICATIONS
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NON-COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that t he BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of a ny other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submi tted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.
Note: The above Non- collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution.
Signed
State of California
County of __________
Subscribed and sworn to (or affirmed) before me on this _____ day of _______, 20__, by _______________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me
Notary Public Signature Notary Public Seal
CITY OF SANTA ANA
RFP NO.: 24-085
AMI IMPLEMENTATION SUPPORT SERVICES
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NON-LOBBYING CERTIFICATION
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.
Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require t hat the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.
Signed:
Title:
Firm:
Date:
CITY OF SANTA ANA
RFP NO.: 24-085
AMI IMPLEMENTATION SUPPORT SERVICES
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NON-DISCRIMINATION CERTIFICATION
The undersigned Consultant or corporate officer, during the performance of this contract, certifies as follows:
1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or terminati on; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant ’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.
6. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 1 1246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
CITY OF SANTA ANA
RFP NO.: 24-085
AMI IMPLEMENTATION SUPPORT SERVICES
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7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcon tract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a Subcontractor or Consultant as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.
8. Pursuant to California Labor Code Sec tion 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
CITY OF SANTA ANA
RFP NO.: 24-085
AMI IMPLEMENTATION SUPPORT SERVICES
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