REQU
EST FOR PROPOSALS NO. 25-066A
FOR
BOND COUN
SEL SERVICES FOR AFFORDABLE HOUSING
CITY OF SANTA ANA
KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers.
Issue Da
te:
Deadline for Questions:
Proposal Due Date:
Wednesday, April 16, 2025
Tuesday, April 22, 2025, 4:00 P.M.
Tuesday, May 6, 2025, 4:00 P.M.
EXHIBIT 1
TABLE OF CONTENTS
I. CITY BACKGROUND .................................................................................................................. 3 II. OVERVIEW OF PROJECT .......................................................................................................... 3 III. TERM OF AGREEMENT ............................................................................................................. 3 IV. MINIMUM QUALIFICATIONS ...................................................................................................... 3 V. RESPONSE TO RFP .................................................................................................................. 4 VI. CERTIFICATIONS (ATTACHMENTS) ......................................................................................... 8 VII. REFERENCES ............................................................................................................................ 9 VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE ......................................................................... 9 IX. SELECTION PROCEDURES & CRITERIA ................................................................................. 9 X. WITHDRAWALS........................................................................................................................ 11 XI. GENERAL TERMS AND CONDITIONS .................................................................................... 11 XII. AWARD OF AGREEMENT ........................................................................................................ 16 XIII. IMPLEMENTATION ................................................................................................................... 16
EXHIBITS
Exhibits provided herein for Proposers’ reference only.
EXHIBIT I – SCOPE OF SERVICES
EXHIBIT II – SAMPLE AGREEMENT
EXHIBIT III – FEDERAL REGULATIONS
ATTACHMENTS
A PROPOSER’S CERTIFICATION, PROPOSAL ITEM PRICING
B REFERENCES
C PROPOSER’S STATEMENT
D NON-COLLUSION AFFIDAVIT
E NON-LOBBYING CERTIFICATION
F NON-DISCRIMINATION CERTIFICATION
G SAM.GOV UEI VERIFICATION
H CERTIFICATE REGARDING DEBARMENT, SUSPENSION,
INEGIBILITY AND VOLUNTARY EXCLUSION
EXHIBIT 1
I. CITY BACKGROUND
The Housing Authority of the City of Santa Ana (SAHA) is a medium -sized Public Housing Authority located in Santa Ana, California and is funded by the U.S. Department of Housing and Urban Development (HUD). SAHA has 19 full-time employees and manages over 3,142 Housing Choice Vouchers (Section 8). SAHA provides rental assistance in the form of Housing Choice Vouchers (HCV) Project Based Vouchers, Mainstream Vouchers, Foster Youth to Independence Vouchers, and Veterans Affairs Supportive Housing vouchers. These vouchers enable Housing Authority participants to rent from property owners in the private market. The Authority’s funding is fully dependent on HUD. HUD’s funding is dependent on annual appropriations from Congress.
For more information, please visit https://www.santa-ana.org/departments/housing-authority/ II. OVERVIEW OF PROJECT
The Housing Authority of the City of Santa Ana Housing Authority (SAHA) is seeking proposals from highly qualified, and experienced law firms (Proposers) to provide on- call bond counsel services. See EXHIBIT I for complete Scope of Services.
The term “Vendor”, “Proposer”, “Consultant”, “Firm”, and “Contractor” shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP).
III. TERM OF AGREEMENT
The anticipated term of the agreement is for an initial period of three (3) years. The Housing Authority/City of Santa Ana (the “ City”) may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one (1) year periods, upon mutual agreement, contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years.
Usage is not guaranteed. Execution of an agreement between the City of Santa Ana and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by SAHA in its delivery of project and assignments, including technical expertise required.
IV. MINIMUM QUALIFICATIONS
In addition to meeting all other requirements of this RFP, all responding Proposers shall certify and furnish verifiable evidence that their law firm and personnel, at a minimum, meet the following qualifications:
1) The attorney(s) who will be primarily responsible for providing the legal services requested by this RFP on behalf of Proposer: (i) must be licensed to practice law in the State of California; and (ii) must agree to primarily perform the legal services requested in California.
2) Proposer has provided similar or same services to at least five (5) municipalities within the last five (5) years.
3) Proposer has experience as bond counsel on bond issuance for affordable housing development within the last five (5) years.
EXHIBIT 1
V. RESPONSE TO RFP
A. SUBMITTAL INSTRUCTIONS
It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City’s Bid Management System, PlanetBids. No other form of submittal will be accepted.
PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The Santa Ana Housing Authority (SAHA) will only receive and consider those proposals that were transmitted successfully. Submit proposal online at:
https://vendors.planetbids.com/portal/20137/portal-home.
Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer’s sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992 - 1771. Questions of an operational nature may be directed to the City’s assigned Buy er.
Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline.
Proposals shall NOT be sent via telegraphic, electronic, or facsimile means.
All notifications, updates and addenda will be posted online on PlanetBids at https://vendors.planetbids.com/portal/20137/portal-home. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal.
B. COMMUNICATION / CONTACT WITH CITY STAFF
Unles
s otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Buyer(s), and no other City staff about this RFP from the date this RFP is issued until a proposal is awarded. The City will provide all official communication concerning this RFP in writing via the City’s Bid Management System, PlanetBids.
The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Buyer(s).
C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP.
EXHIBIT 1
Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the “Addenda/Emails” tab.
General process questions may be directed to the following:
Jacques Lam
Buyer
Email: [email protected]
D. EXCEPTIONS
Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or Agreement terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City’s terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions.
E. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City’s PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanyID=20137.
Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation.
F. UNDERSTA
NDING PROPOSAL
It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Agreement and any other Agreement Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts t he terms and conditions of the Agreement Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Agreement Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein.
G. PROPOSAL CONTENTS
Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged.
All project proposals must contain the following minimum submission requirements:
EXHIBIT 1
1. Statement of Qualifications (SOQ)
SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding SAHA’s required Certifications listed in Section VI below; Proposal Cover Letter, section dividers, table of contents, front/back cover pages ). The page limitation includes all appendices, attachments, and supplemental information. Additionally, the SOQ shall contain responses to the minimum proposer qualifications included in Section IV – Minimum Qualifications of the RFP, a general overview of the proposer’s qualifications, specifically to affordable housing, and shall include, but not be limited to the following information:
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.
Cover Letter shall not exceed one page.
Cover letter must be addressed to the following City Project Manager:
Nikesha Hazel, Housing Authority Analyst
Housing Authority of the City of Santa Ana
20 Civic Center Plaza, M-27
Santa Ana, CA 92701
b. Services Provided
A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I – Scope of Services.
c. Agreement Statement
Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).
d. Firm and Team Experience
Proposal shall include a profile of the firm’s experience including the following:
i. A general description of the firm, including the number of years providing bond counsel services, and size and number of employees working directly with the City on this agreement.
ii. Distinguishing characteristics, skills, and areas of strength. iii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview.
Resumes for all key staff proposed describing relevant experience. e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm’s understanding of the EXHIBIT 1
Scope of Services.
Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any);
iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. f. References: Attachment B – R
eferences shall be submitted for similar projects
performed for state and/or similar local government clients.
2. Cost Proposal
All Proposers are required to submit a fixed rate fee and budget with their Cost Proposal.
Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement.
If providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost proposal fee structure.
Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid.
Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City.
Pricing shall remain firm for the entire initial Agreement term. Thereafter, any proposed pricing adjustment for follow -on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to accept, reject, or negotiate any proposed pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows: Los Angeles- Long Beach-Anaheim, CA; All Urban Consumers; Not Seasonally Adjusted; annualized change comparing the most recent month’s reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor’s website at www.bls.gov.)
3. Additional Questions
a. Briefly describe the firm's practice in public finance and related areas of law, particularly with regards to housing finance, and give a brief history of the firm. b. Describe your firm’s capabilities and experience with municipal bond related tax matters. If your firm does not have in-house municipal bond related tax expertise, EXHIBIT 1
describe how you would help the Housing Authority receive municipal bond related tax advice.
c. Describe your firm’s experience with and approach to applicable federal securities laws and regulations.
d. Describe the knowledge and experience of the attorneys that would be assigned to the Housing Authority’s transaction(s), particularly the individual(s) who would be the Housing Authority’s primary contact(s).
e. Describe your firm’s and assigned personnel’s ability to evaluate legal issues, prepare documents, and complete other tasks of a bond transaction in a timely manner.
f. Identify and briefly describe comparable financings in which the firm has served as bond counsel or other counsel during the past five years. If you have noted unique, complex, or challenging issues in connection with the proposed financing, indicate how the experience and expertise of your firm will be utilized to complete the necessary legal work.
g. Name five issuers represented by the firm, describe the nature of the representation, and for each issuer list the e-mail address, telephone number, and title of an official who may be contacted as a reference. h. Provide a case study that demonstrates your firm’s ability to problem-solve on behalf of an issuer.
i. Describe any existing or potential conflict of interest arising from your relationships with or representation of other parties that should be considered by the SAHA, and provide to the SAHA sufficient facts, legal implications, and possible effects in order for the SAHA to appreciate the significance of each potential conflict and grant an appropriate waiver, if necessary.
j. Describe and state the conclusion reached of any disciplinary action, administrative proceeding, malpractice claim or other like proceedings against your firm or any of its lawyers, whether current or pending, as well as any such action, proceeding or claim occurring during the past five (5) years.
k. Provide your firm’s proposed bond counsel contract.
VI. CERTIFICATIONS (ATTACHMENTS)
In addition to the SOQ, Cost Proposal, and Narrative/Technical Proposal , the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package:
• Attachment A: Proposer’s Certification and Proposal Item Pricing • Att
achment B: References
• Attachment C: Proposer’s Statement
• Attachment D: Non-Collusion Affidavit
• Attachment E: Non-Lobbying Certification
• Attachment F: Non-Discrimination Certification
• Attachment G: Sam.gov UEI Verification
• Attachment H: Certification Regarding Debarment,
Suspension, Inegibility and Voluntary Exclusion
EXHIBIT 1
The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City of Santa Ana reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise.
PLEASE NOTE:
• All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer.
• City will not waive notarization requirement when applicable on any of the required attachments.
VII. REFERENCES
Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RF P have been performed, including contact names and telephone numbers. Use ATTACHMENT B – References. The respondent grants permission for the City to contact any individuals listed as references.
City may disqualify a Proposer if:
• References fail to substantiate Proposer’s description of services and deliverables provided; or
• References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or
• City is unable to reach the point of contact with reasonable effort. It is the Proposer’s responsibility to inform the point of contact(s) of normal City working hours.
VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE
See Exhibit II – Sample Agreement
IX. SELECTION PROCEDURES & CRITERIA
A. The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below.
B. Proposers will be ranked by the review committee based on the following criteria:
CATEGORY POINTS
Experience/Past Performance/References
Consideration will be given based upon the law firm’s experience in acting as bond counsel for municipalities to include work with housing authorities.
Proposer shall include three (3) external client references from clients who received similar services to those proposed for this solicitation.
30 EXHIBIT 1
C. Rankings: A f inal score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City of Santa Ana reserves the right to award the Agreement to any proposer(s) with a score above 70.
The review committee will evaluate proposers based on their response to the RFP and SAHA evaluation criteria set forth above.
D. Interviews: The r
eview committee may invite the Proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation.
The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into an Agreement without holding interviews, or further discussions.
E. Selection: The C ity is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in thi s RF P, it may be considered non-responsive and may be rejected.
The Ci
ty shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee Personnel
Proposer shall submit resumes of all primary attorneys who will be performing services under the contract. Proposer should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.
20 Proposer Qualifications
This category will evaluate the proposer’s ability to take upon itself the responsibilities set forth in the Scope of Work and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City to award a contract to the Proposer who furnishes satisfactory evidence that the Proposer has the requisite experience and ability to enable the Proposer to complete the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Proposer, the City will weigh the evidence that the Proposer has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 Billing Rates
• Reasonableness of Rates
20 TOTAL POSSIBLE SCORE
(Before interviews – if held) 100
Interviews
• The City reserves the right to conduct interviews with the highest-rated firm(s). In the event the City does perform an interview process, the following is the maximum number of additive points that may be applied to the proposal score.
20 EXHIBIT 1
will recommend the qualified Proposers to the City Council or City Manager for award of Agreement, as appropriate.
X. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a proposal.
Prior to the proposal due date, the Proposer or Proposer’s representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City. Verbal or telephonic withdrawals are not permissible.
XI. GENERAL TERMS AND CONDITIONS
A. AMERICANS WITH DISABILITIES ACT
The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 (“ADA”), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any Agreement entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph.
B. CITY BUSINESS LICENSE
The selected P roposer must obtain a City of Santa Ana Business L icense prior to the execution of an Agreement and must provide a copy to the Buyer assigned to this RFP. The awarded party shall maintain a current business license throughout the term of the resulting Agreement. The procedure to obtain a City of Santa Ana Business License is available by contacting the Finance and Management Services Agency, Business Tax Office at (714) 647- 5447 or on the City’s website: www.santa-ana.org
C. 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 RF P 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.
D. CONFLICT OF INTEREST
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City.
Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RF P. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest.
No person, firm, or subsidiary thereof who has been awarded this Agreement may be awarded an Agreement for the provision of services, the delivery of supplies, or the provision EXHIBIT 1
of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Agreement. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Agreement.
E. CONTRACTOR’S EXPENSE
Pre-Contractual Expenses: The Ci ty is not liable for any costs incurred by Proposers prior to entering into a formal Agreement . Costs of developing a response to this RF P, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City.
Pre-contractual expenses are not to be included in the cost proposal. Pre- contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the Agreement.
Other Expenses: The C
ontractor will be responsible for all costs related to photo copying, telephone communications, fax communications, overhead, travel, and parking while on City sites during the performance of work and services under this Agreement.
F. CONT
RACTOR’S PROJECT MANAGER/KEY PERSONNEL
Except as formally approved by the City, the key personnel identified in Contractor’s proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel under the awarded Agreement. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded Agreement. The City shall review and approve the appointment of the replacement for the Contractor’s personnel. Said approval shall not be unreasonably withheld.
Standards of Conduct: Contrac
tor’s personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, community members, other team members and staff within the City.
G. COST PR
OPOSAL
The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Cost Proposal in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal.
H. DATA RETENTION
Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City.
All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Agreement without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the Agreement.
All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall EXHIBIT 1
become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
I. DRUG-FREE WORKPLACE
The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug- free workplace. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both, and the Contractor may be ineligible for award of any future City Agreements.
J. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required by 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 relation to this RFP are fully incorporated.
Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager’s attention as soon as possible so that corrective addenda may be furnished to prospective Proposers.
Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this Agreement, may be rejected.
K. EXECUTION OF AGREEMENT
Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II – Sample Agreement 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 or approval by City Council, whichever comes later, the City reserves the right to disqualify them without any further obligation L. FEDERAL GRANT CONTRACT PROVISIONS
Proposer must agree to the federal contract provisions outlined in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR Part 200.326. These provisions will become part of the agreement resulting from this bid.
M. FISCAL NONFUNDING CLAUSE
In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the Agreement on the last day of the current fiscal period without penalty or expense to the City. The City’s fiscal period is July 1 st
through June 30th.
N. INDEPENDENT CONTRACTOR
Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City.
Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers’ compensation or other fringe benefits of any kind through City.
O. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do
so on a prime sub-consultant basis. The City intends to contract with a single EXHIBIT 1
firm, also known as the prime, and not with multiple firms doing business as a joint venture.
Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub- consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub-contractor.
The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontr
actor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors.
P. LITIGATION STATUS
Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.
Q. NEGOTIATIONS
The City reserves the right to negotiate final Agreement terms with any Proposer selected.
The Agreement between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed Agreement , the RFP, any modifications and clarifications to the awarded Contractor’s proposal, and the awarded Contractor’s proposal . Specific exceptions to this general rule may be noted in the final executed Agreement.
Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP.
R. NON-PAYMENTS
Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.
S. OWNERSHIP OF DOCUMENTS
The City has permanent ownership of all directly connected and derivative materials produced under this Agreement by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City.
Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.
EXHIBIT 1
T. PARKING
The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City.
U. PROFESSIONAL STANDARDS
Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City’s Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee.
Contractor acknowledges that City locations consist of public -use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel.
V. PROJECT MANAGER
The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, 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.
W. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a Proposer’s Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal.
X. PUBLIC AGENCIES
Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Agreement, subject to Contractor’s acceptance. The City is not liable or responsible for any obligations related to a subsequent Agreement between Contractor and another public agency.
Y. PUBLIC RECORDS
Proposals will become public record after the award of an Agreement unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
Z. SUBCONTRACTORS
Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor’s obligations. Any Subcontractor proposed after award of Agreement must be approved by the City before commencement of work.
SAHA will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors.
EXHIBIT 1
XII. AWARD OF AGREEMENT
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final Agreement terms.
A. EXECUTION OF AGREEMENT
A sample, standard agreement is included as EXHIBIT II Sample Agreement of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” 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.
XIII. IMPLEMENTATION
A. KICK-OFF MEETINGS
The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational i ssues including transition of services and scheduling.
EXHIBIT 1
Bond Counsel Services for Affordable Housing
A law firm who is awarded a contract from responding to this RFP will have a scope of work that is reflective of what is described here and in their RFP proposal, agreed upon and finalized with the Housing Authority of the City of Santa Ana.
The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from highly qualified and experienced law firms (Proposers) to provide o n-call bond counsel to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitution law. Specifically, the selected firm shall:
1) Serve as the Housing Authority’s legal counsel in the formation and issuance of debt. 2) Provide legal advice and consultation relating to tax matters associated with the financing. 3) Provide legal opinion with respect to the authorization and issuance of the debt obligations and whether the interest paid is tax-exempt under federal and/or State laws and regulations. 4) Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents.
5) Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation.
6) Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes.
7) Provide ongoing information to Housing Authority and City staff regarding the activity and legal status of the financing.
8) Perform due diligence regarding the Housing Authority/City and the financing. 9) Prepare all legal documents for the authorization, issuance and sale of debt by the Housing Authority, including resolutions, closing documents and internal Housing Authority/City agreements as needed.
10) Provide legal advice relating to federal and state tax matters associated with the fi nancing structure.
11) Participate as a member of and in meetings with the financing team which will also include the financial advisor, underwriter, and Housing Authority/City staff. 12) Assist in negotiations with bond insurers as needed. 13) Assist the Housing Authority in making presentations to rating agencies as needed. 14) Provide continuing legal advice, as needed, concerning any legal or tax -related issues after the sale of the bonds.
15) Assist in the legal review of annual continuing disclosure. 16) Provide regular reports to the Housing Authority Executive Director, Housing Authority General Counsel, City Attorney, City Manager, and/or Community Development Director.
EXHIBIT I
SCOPE OF SERVICES
EXHIBIT 1
CONSULTANT AGREEMENT
CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this day of , 20__ 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 Consultant having special skill and knowledge in the field of:
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 Consultant 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
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 during the term of this Agreement shall not exceed $xxxxxx.
b. Payment by City shall be made within forty-five (45) 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 forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on “the date first written above” for a t hree (3)-year term with the option
for the City to grant up to two (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
4. INDEPE
NDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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;
EXHIBIT II
SAMPLE AGREEMENT
EXHIBIT 1
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.
5. 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, drawings, 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 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.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate.
Required policy limits can be met with primary and umbrella/excess insurance policies .
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.
4. Professional Liability (Errors and Omissions): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor EXHIBIT 1
including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement.
3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant ’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
(Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of the project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M.
Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this c lause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins.
However, failure to obtain the required documents prior to the work beginning shall not waive Consultant ’s obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
7. 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 Contractor, 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. This 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 terms 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 EXHIBIT 1
action by a third 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 Contractor’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 Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify 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.
9. 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.
10. 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 covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to an y 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.
11. 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 specified under this Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
EXHIBIT 1
This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 construed 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 Contractors retained by City.
15. 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 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.
16. 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.
17. 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 Orange 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.
18. 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.
19. NOTICE
EXHIBIT 1
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:
Executive Director, ------- Agency
City of Santa Ana
20 Civic Center Plaza (M-xx)
P.O. Box 1988
Santa Ana, California 92702
Fax:
To Contractor:
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.
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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement.
c. All Exhibits r eferenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:
EXHIBIT 1
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO CONSULTANT:
City Attorney
By:
Assistant City Attorney
Tax ID#
RECOMMENDED FOR APPROVAL:
Executive Director
[INSERT] Agency
SAMPLE ONLY
(name)
(title)
EXHIBIT 1
Federal Regulations – Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarment and Suspension – As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records - W
ith respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours.
d. Reports - R
ecipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies.
e. Section 504 o
f the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (AD
A) Recipient must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
g. Political Activity - N one of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying - Recip
ient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
EXHIBIT III
FEDERAL REGULATIONS
EXHIBIT 1
i. Non-Dis crimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60- 1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375.
j. Equal Employment Opportunity -
Recipient will comp ly, and all its contractors (or
subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
k. Public Contracts Code - Reci
pient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.
l. Copeland Anti -Ki ckback Act - Recipient will comp ly, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland “Anti-Kickback” Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
(1) Contractor – Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.
(2) Subcontracts – Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
(3) Breach – A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
m. Davis-B acon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141- 3144 and 3146 -3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
Contrac
tors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
EXHIBIT 1
Additionally, contractors are required to pay wages not less than once a week.
n. Work Hours and Safety - Recipient will comp ly, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean
Air Act - Recipient will comp ly, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable.
p. Energy and Conservation - R
ecipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal - R
ecipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.
r. Patent Rights - R
ecipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Copyri
ght - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copy
right in any work developed through this Agreement; and
(2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government’s, SAA’s and City’s rights identified above must be conveyed to the publisher and the language of the publisher’s release form must ensure the preservation of these rights.
t. Telecommunications (2 C
FR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.
As desc
ribed in Public Law 115-232, section 889, covered telecommunications equipment is:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
EXHIBIT 1
(2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services provided by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
u. Domestic preferences for procurements (2
CFR 200.322) - Recipient agrees that as
appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or mat erials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and “manufac tured products” means items and construction materials composed in whole or in part of non- ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
v. Equal Employment in Construction Contracts - P
ursuant to Equal Employment
Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:
(1) The c
ontractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, 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 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor 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 contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
EXHIBIT 1
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the c ompensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he 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 contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will 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.
(6) The contractor will 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 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.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract 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 subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
FOR PROPOSERS’ REFERENCE ONLY
EXHIBIT 1
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 (Exhibit I ) and am qualified to provide services being requested as specified herein. 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’S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals . Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
__________________________________________________________________________________
LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
__________________________________________________________________________________
BUSINESS ADDRESS
__________________________________________________________________________________
PRINTED NAME OF AUTHORIZED AGENT TITLE
__________________________________________________________________________________
SIGNATURE OF AUTHORIZED AGENT DATE E- MAIL ADDRESS
__________________________________________________________________________________
FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE)
__________________________________________________________________________________
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.)
THIS FORM MUST BE COMPLETED AND I
NCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT A
PROPOSER’S CERTIFICATION, PROPOSAL PRICING
EXHIBIT 1
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:
_______________________________ EMAIL: ____________________________________
Contract Amount: ________________________Year: ______________________________________
Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________
Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________
Contract Amount: ________________________Year: ______________________________________
Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________
Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________
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.
ATTACHMENT B
REFERENCES
EXHIBIT 1
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.
Firm________________________________________________________________________________
Signed and Printed Name: ______________________________________________________________
Title ________________________________________________________________________________
Date
THIS FORM MUST BE COMPLETED AND I
NCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT C
PROPOSER’S STATEMENT
EXHIBIT 1
(Title 23 United States Code Section 112 and Public Contract Code Section 7106)
To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal.
Note: The above non- collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.
Signed____________________________________________________________________________
State of ________, 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
THIS FORM MUST BE COMPLETED AND I
NCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT D
NON-COLLUSION AFFIDAVIT
EXHIBIT 1
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 that 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:
THIS FORM MUST BE COMPLETED AND I NCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT E
NON-LOBBYING CERTIFICATION
EXHIBIT 1
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 termination; 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.
1. 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 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract 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
ATTACHMENT F
NON-DISCRIMINATION CERTIFICATION
EXHIBIT 1
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 subconsultant or vendor 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 Section 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND I
NCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
EXHIBIT 1
On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities.
Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov.
They no longer have to go to a third- party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government.
This RFP
includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity’s registration from SAM.gov, including UEI and active registration status.
Proposer’
s UEI:_______________________________________________
SAM.g
ov Registration Expiration Date:_____________________________ THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT G
SAM.GOV U
EI VERIFICATION
EXHIBIT 1
Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part VII of the May 26, 1988, Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completing certification, read instructions which are an integral part of certification)
1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently excluded or disqualified;
b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period.
c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and
d. Have not had one or more public transactions (Federal, State or local) terminated within the preceding three years for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Consultant
Name and Title of Official Authorized to Certify
On Behalf of the Consultant
_______________________________________
Date
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION EXHIBIT 1
INSTRUCTION FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is providing the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of Federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.
3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of Federal assistance funds learns that its certification was erroneous whom submitted or has become erroneous by reason of changed circumstances.
4. The terms “covered transaction”, “debarment”, “suspension”, “disqualified,” “ineligible”, “lower tier covered transaction”, “participant”, “person”, “primary covered transaction”, “principal”, “proposal”, and “voluntarily excluded”, as used in this cause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective recipient of Federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, disqualified, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.
6. The prospective recipient of Federal assistance funds agrees by submitting this proposal, that it will include the clause title “Certification Regarding Debarment, Suspension, Ineligible, or voluntarily excluded from the covered transaction” unless it knows that the certification is erroneous.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION EXHIBIT 1